SCHEDULE 14A
                                 PROXY STATEMENT
        PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by Registrant [X]
Filed by Party other than the Registrant

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only as permitted by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12

                           JF China Region Fund, Inc.
                           --------------------------
                (Name of Registrant as Specified in Its Charter)


                     ---------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

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: _____________________________________________________________
(4)  Date Filed: _______________________________________________________________



                                                                           DRAFT

                               [GRAPHIC OMITTED]



                           PRELIMINARY PROXY STATEMENT

                           JF CHINA REGION FUND, INC.

                              301 Bellevue Parkway
                           Wilmington, Delaware 19809

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY 13, 2004

To the Stockholders:

Notice is hereby given that the Annual Meeting of  Stockholders  (the "Meeting")
of JF 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 13,
2004, at 10:00 a.m. for the following purposes:

(1)   to elect two  directors  of the  Fund,  each to hold  office  for the term
      indicated and until his successor shall have been elected and qualified;

(2)   to  consider  and act upon a  proposal  to  approve a change in the Fund's
      fundamental  policies to permit the Fund to borrow  money up to 20% of the
      Fund's net assets  (not  including  the amount  borrowed)  for  investment
      purposes; and

(3)   to consider and act upon such other  business as may properly  come before
      the Meeting or any adjournments thereof.

Wednesday, March 24, 2004 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



                                                  Philip Jones
                                                  Secretary


Wilmington, Delaware
April [ _ ] , 2004




                             YOUR VOTE IS IMPORTANT
          Whether or not you plan to attend the Fund's Annual Meeting,
   please execute and return the enclosed proxy promptly in the postage-paid
                               envelope provided.


                                                                           DRAFT

                                   PRELIMINARY

                           JF CHINA REGION FUND, INC.

                              301 Bellevue Parkway
                              Wilmington, DE 19809

                                 PROXY STATEMENT

                                  INTRODUCTION

This Proxy  Statement is furnished in connection  with the  solicitation  by the
Board of Directors of JF 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 13, 2004, at 10:00 a.m., and at any adjournments thereof, for the
following purposes:

(1)   to elect two  directors  of the  Fund,  each to hold  office  for the term
      indicated and until his successor shall have been elected and qualified;

(2)   to  consider  and act upon a  proposal  to  approve a change in the Fund's
      fundamental  policies to permit the Fund to borrow  money up to 20% of the
      Fund's net assets  (not  including  the amount  borrowed)  for  investment
      purposes; 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 [ _ ], 2004.

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 The Altman Group, Inc. to
assist it in  soliciting  proxies for a fee of $[_____]  plus  reimbursement  of
out-of-pocket  expenses.  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 facsimile by directors,
officers, and employees of the Fund without additional compensation to them.

The Board of Directors has selected [JoAnne Bennick and Jack P. Huntington], 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" each  proposal.  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 March 24, 2004, 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  4,585,160  shares of Common Stock,  par value
$0.01 per share.  Stockholders  of the Fund on that date will be entitled to 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 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, abstentions and broker non-votes will have
no effect on the result of the votes  related to  Proposal  1, but will have the
effect of a vote "AGAINST" Proposal 2.

The principal executive offices of the Fund are located at 301 Bellevue Parkway,
Wilmington, DE 19809, USA.


                                                                           DRAFT

                                PRINCIPAL HOLDERS

Although the Fund does not have information  concerning the beneficial ownership
of shares held in the names of  Depository  Trust  Company  Participants,  as of
March 24,  2004*,  to the knowledge of the Fund,  the following  were the record
owner or beneficial owner of 5% or more of the outstanding shares of the Fund.



- ------------------------------------------------------------------------------------------------------------------------------
                                                                    NUMBER OF SHARES AND
 TITLE OF CLASS      NAME AND ADDRESS                                NATURE OF OWNERSHIP             PERCENT OF CLASS
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
 Common Stock        [TO BE PROVIDED]                                      [ ___ ]                         [ ]%
                                                                   [(record)/(beneficial)]
- ------------------------------------------------------------------------------------------------------------------------------
 Common Stock        [TO BE PROVIDED] **                                   [ ___ ]                         [ ]%
                                                                   [(record)/(beneficial)]
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
*    As of such date, the Directors and officers as a group owned less than 1% of the outstanding shares of the Fund.

**   Information as to beneficial ownership of [ _____ ] is based on a report filed with the Securities and Exchange Commission
     (the "SEC") on [__________], 2003.
</FN>


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

There are five  members on the current  Board of  Directors.  Two of the current
members of the Board of  Directors,  Mr. A.  Douglas Eu and Mr. Simon J. Crinage
(the  "Nominees")  have been nominated to serve for terms as indicated below and
until their successors are elected and qualified.

Mr. A.  Douglas  Eu was last  elected  by the  stockholders  at the 2001  Annual
Meeting on May 10, 2001 to serve as Class II director for a term of three years.
In  accordance  with the terms of his  election,  his term  expires  at the 2004
Annual  Meeting.  Mr. A.  Douglas Eu has been  nominated  to serve as a Class II
director for a three-year  term and until his successor  shall have been elected
and qualified.

Mr.  Simon J.  Crinage was first  appointed  to serve as a director on August 1,
2003. He has been nominated to serve as a Class III director for a one-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 Nominees. The affirmative vote of a plurality of
the shares  present at the Meeting (at which a quorum is present) is required to
elect the Nominees.  THE BOARD OF DIRECTORS  RECOMMENDS THAT YOU VOTE "FOR" EACH
NOMINEE.

The Board knows of no reason why the Nominees listed will be unable to serve. If
a 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.

Mr. A. Douglas Eu has been the Chief Operations  Officer and the Secretary of JF
International  Management,  Inc. (the  "INVESTMENT  ADVISER") since 1992 and was
appointed as Director of the Investment  Adviser  effective  September 25, 2002.
The  Investment  Adviser is part of J.P.  Morgan Chase & Co., one of the world's
largest financial services institutions.  In asset management, J.P. Morgan Chase
& Co.  operates  globally under the name of JP Morgan  Fleming Asset  Management
Limited. Mr. Simon J. Crinage has been Vice President of JP Morgan Fleming Asset
Management  Limited since [____]. Mr. A. Douglas Eu and Mr. Simon J. Crinage are
each considered an "interested person" within the meaning of Section 2(a)(19) of
the  Investment  Company Act of 1940,  as amended,  (the "1940 Act")  because of
their affiliation with the Investment Adviser.


                                       2


                                                                           DRAFT

The following table presents  information  concerning the Nominees,  the current
Board of Directors  and Officers of the Fund.  The  information  includes  their
positions and principal occupations during the last five years.



- ------------------------------------------------------------------------------------------------------------------------------
                                                   TERM OF                                NUMBER OF
                                                 OFFICE AND                               FUNDS IN
                                  POSITION(S)     LENGTH OF           PRINCIPAL         FUND COMPLEX
                                   HELD WITH        TIME        OCCUPATION(S) DURING     OVERSEEN BY    OTHER DIRECTORSHIPS
NAME, ADDRESS AND DOB               FUND (1)      SERVED (1)        PAST 5 YEARS          DIRECTOR*       HELD BY DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------

                                                    INDEPENDENT DIRECTORS

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                        
The Rt. Hon. The Earl of Cromer     Chairman     Since 1994    Chairman of the Board          1        Director of Schroder
6 Sloane Terrace Mansions             and                      of the Fund; Chief                      Asia Pacific Fund
London, SW1X 9DG                   Director,                   Executive Officer of                    Limited, Business
United Kingdom                      Class I                    Cromer Associates                       Link Somerset Limited
DOB:  6/3/46                                                   Limited (family                         and Western Provident
                                                               business); Chairman of                  Association; former
                                                               Lloyd George-Standard                   Director of Inchcape
                                                               Chartered China Fund                    Pacific Limited,
                                                               Limited and Philippine                  A1HQ.com Inc. and
                                                               Discovery Investment                    Korea Asia Fund
                                                               Company Limited                         Limited.
                                                               (consulting).
- ------------------------------------------------------------------------------------------------------------------------------
Alexander Reid Hamilton            Director,     Since 1994    Director of Citic              1        See Principal
P.O. Box 12343                      Class I                    Pacific Limited                         Occupation.
General Post Office                                            (infrastructure),
Hong Kong                                                      Cosco Pacific Limited
DOB:  10/4/41                                                  (container shipping),
                                                               Espirit Holdings
                                                               Limited (clothing
                                                               retail), Cosco
                                                               International
                                                               Holdings Limited
                                                               (infrastructure),
                                                               Shangri-La Asia
                                                               Limited (hotels)
                                                               and Octopus Cards
                                                               Limited (financial
                                                               services).
- ------------------------------------------------------------------------------------------------------------------------------
Julian M.I. Reid                   Director,     Since 1998    Chief Executive                1        None.
10 Frere Felix de Valois Street    Class III                   Officer of 3a Asset
Port Louis, Mauritius                                          Management Limited;
DOB:  8/7/44                                                   Chairman of Saffron
                                                               Fund, Inc; Director
                                                               and Chairman of
                                                               Morgan's Walk
                                                               Properties Ltd.
- ------------------------------------------------------------------------------------------------------------------------------

                                                    INTERESTED DIRECTORS

- ------------------------------------------------------------------------------------------------------------------------------
A. Douglas Eu                      Director,     Since 1997    Director, Chief                1        None.
21st Floor, Chater House           Class II,                   Operations Officer and
8 Connaught Road                   Treasurer                   Secretary of the
Central                                                        Investment Adviser;
Hong Kong                                                      Chief Executive
DOB:  8/27/61                                                  Officer of JF Funds;
                                                               Director of JF Asset
                                                               Management Limited and
                                                               Ayudhya JF Asset
                                                               Management Limited.
- ------------------------------------------------------------------------------------------------------------------------------
Simon J. Crinage                   Director,     Since 2003    Vice President, JP             1        None.
Finsbury Dials                     Class III,                  Morgan Fleming Asset
20 Finsbury Street                 President                   Management Limited
London EC2Y 9AQ                                                since September 2000.
United Kingdom                                                 Prior to that,
DOB:  5/10/65                                                  Director of JP Morgan
                                                               Asset Management (UK)
                                                               Limited.
- ------------------------------------------------------------------------------------------------------------------------------


                                       3

                                                                           DRAFT



- ------------------------------------------------------------------------------------------------------------------------------
                                                   TERM OF                                NUMBER OF
                                                 OFFICE AND                               FUNDS IN
                                  POSITION(S)     LENGTH OF           PRINCIPAL         FUND COMPLEX
                                   HELD WITH        TIME        OCCUPATION(S) DURING     OVERSEEN BY    OTHER DIRECTORSHIPS
NAME, ADDRESS AND DOB               FUND (1)      SERVED (1)        PAST 5 YEARS          DIRECTOR*       HELD BY DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------

                                               OFFICERS WHO ARE NOT DIRECTORS

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Philip Jones                       Secretary     Since 2004    Associate, JP Morgan          N/A       N/A
Finsbury Dials                                                 Fleming Asset
20 Finsbury Street                                             Management Limited
London EC2Y 9AQ                                                since March 2003.
United Kingdom                                                 Prior to that, Senior
DOB:  [xx/xx/xx]                                               Associate of the ING
                                                               Group.
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
*    JF China Region Fund, Inc. is the sole fund in the fund complex.

(1)  The Class II director has been nominated for a three-year term that expires at the 2007 Annual Meeting. Class I
     directors will serve until the 2006 Annual Meeting. Class III directors will serve until the 2005 Annual Meeting.
</FN>


The following table sets forth the dollar range of equity securities in the Fund
beneficially owned by each Director and Nominee as of March 1, 2004:

         -----------------------------------------------------------------------
         NAME OF DIRECTOR                            DOLLAR RANGE OF EQUITY
                                                   SECURITIES IN THE FUND (1)
         -----------------------------------------------------------------------
         INTERESTED DIRECTORS
         -----------------------------------------------------------------------
         Simon Crinage                                       [None]
         -----------------------------------------------------------------------
         A. Douglas Eu                                       [None]
         -----------------------------------------------------------------------
         INDEPENDENT DIRECTORS (2)
         -----------------------------------------------------------------------
         The Rt. Hon. The Earl of Cromer              [$10,001 - $50,000]
         -----------------------------------------------------------------------
         A. R. Hamilton                                   [$1-$10,000]
         -----------------------------------------------------------------------
         Julian M.I. Reid                                 [$1-$10,000]
         -----------------------------------------------------------------------

(1)  Valuation as of March 1, 2004.
(2)  "Independent Directors" is defined as those directors who are not
     "interested persons" within the meaning of Section 2(a)(19) of the 1940
     Act.

During the fiscal year ended  December 31, 2003,  the Board of Directors  held a
total of six meetings. The Board has an Audit Committee. The Audit Committee met
twice  during the fiscal year ended  December 31,  2003.  At present,  the Audit
Committee  members are Messrs.  Hamilton and Reid,  and The Rt. Hon. The Earl of
Cromer.  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.
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.

The Board also has a Management Engagement Committee which is composed of all of
the Independent  Directors.  The Management  Engagement  Committee evaluates the
investment  performance of the Fund's portfolio and considers the renewal of the
Fund's  investment  management  contract,  generally for an additional  one-year
period.  The  Management  Engagement  Committee  met once during the fiscal year
ended December 31, 2003.

The Board of Directors has a Nominating  Committee  composed of the Fund's three
Independent (as such term is defined by the NYSE Listing  Standards)  Directors,
Messrs.  Hamilton and Reid, and the Rt. Hon. The Earl of Cromer.  The Nominating
Committee  did not meet  during the fiscal year ended  December  31,  2003.  The
Nominating  Committee is responsible for identifying  individuals believed to be
qualified  to become  Independent  Directors  and  recommending  to the Board of
Directors  such nominees to stand for election at the Fund's  annual  meeting of
stockholders  and to fill any  vacancies  on the Board.  The  Fund's  Nominating
Committee has a charter which is attached as Exhibit A to this Proxy Statement.

                                       4


The Fund's Nominating  Committee believes that it is in the best interest of the
Fund and its  stockholders  to obtain  highly  qualified  candidates to serve as
members of the Board of Directors.  The Nominating Committee has not established
a formal process for identifying candidates where a vacancy exists on the Board.
In nominating candidates, the Nominating Committee shall take into consideration
such factors as it deems appropriate. These factors may include judgment, skill,
diversity,  experience  with  investment  companies and other  organizations  of
comparable purpose,  complexity,  size and subject to similar legal restrictions
and oversight,  the interplay of the candidate's  experience with the experience
of other  Board  members,  and the  extent  to which  the  candidate  would be a
desirable addition to the Board and any committees thereof.

The Fund's Nominating Committee will consider director candidates recommended by
stockholders  and submitted in accordance  with applicable law and procedures as
described in this Proxy  Statement  (see  "Deadline For  Stockholder  Proposals"
below).

The Fund does not have a formal policy regarding Board member  attendance at the
Annual Meeting of Stockholders.  However,  all of the Directors of the Fund then
in office attended the May 8, 2003 Annual Meeting of Stockholders.

                     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 pension 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, 2003:



- ----------------------------------------------------------------------------------------------------------------------
                                                            PENSION OR
                                                            RETIREMENT       ESTIMATED
                                                             BENEFITS         ANNUAL
                                           AGGREGATE        ACCRUED AS       BENEFITS       TOTAL COMPENSATION FROM
                                         COMPENSATION      PART OF FUND        UPON                  FUND
NAME OF PERSON, POSITION                   FROM FUND          EXPENSES      RETIREMENT         PAID TO DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------
                                                                                        
The Rt. Hon. The Earl of Cromer,            $22,252            None            None                 $22,252
Chairman and Director
- ----------------------------------------------------------------------------------------------------------------------
A. R. Hamilton, Director                    $18,253            None            None                 $18,253
- ----------------------------------------------------------------------------------------------------------------------
Julian M.I. Reid, Director                  $18,250            None            None                 $18,250
- ----------------------------------------------------------------------------------------------------------------------
Total                                       $58,755            None            None                 $58,755
- ----------------------------------------------------------------------------------------------------------------------


The  Directors'  compensation  from the Fund consists  solely of Directors'  and
attendance  fees.  Each  Director  is paid an  annual  fee of  $[_____]  and the
Chairman is paid an annual fee of $[_____],  plus $[_____] per meeting attended.
Mr. Eu and Mr.  Crinage do not receive  such fees  because of their  affiliation
with the Investment Adviser.

None of the executive  officers of the Fund received any  compensation  from the
Fund for the year ended December 31, 2003.

THE BOARD OF DIRECTORS,  INCLUDING ALL THE  INDEPENDENT  DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES AS DIRECTORS.


                                       5


                                                                           DRAFT

                                 PROPOSAL NO. 2
                               AMENDMENT TO FUND'S
                               INVESTMENT POLICIES

At the Fund's Board of Directors  meeting on February  19, 2004,  the  directors
agreed to approve, subject to the approval by the Fund's stockholders,  a change
in the Fund's fundamental investment policies to permit the Fund to borrow money
up to 20% of the Fund's net  assets  (not  including  the amount  borrowed)  for
investment  purposes.  The Board has directed  that the proposal be submitted to
stockholders for approval or disapproval.

The Fund's current fundamental policy with respect to borrowing is as follows:

     "Under its  fundamental  investment  restrictions,  the Fund may not:
     Issue senior securities, borrow or pledge its assets, except that the
     Fund may  borrow  from a bank for the  purpose of  obtaining  amounts
     necessary to make  distributions  for  qualification  as a registered
     investment  company  or to avoid  imposition  of an excise  tax under
     United States tax laws,  and except that the Fund may borrow money in
     an  amount  not to  exceed  15%  (calculated  at the lower of cost or
     current  market value) of its total assets (not  including the amount
     borrowed  (a) for  temporary  or  emergency  purposes,  (b) for  such
     short-term   credits  as  may  be  necessary  for  the  clearance  or
     settlement  of  transactions  and (c) for  repurchases  of its Common
     Stock. The Fund may also pledge its assets to secure such borrowings.
     Notwithstanding the above, initial and variation margin in respect of
     futures contracts and options thereon and any collateral  arrangement
     in respect of options on securities or indexes will not be prohibited
     by this paragraph 3 or any other investment restrictions."

As amended, the Fund's fundamental policy on borrowing would be as follows:

     "Under its  fundamental  investment  restrictions,  the Fund may not:
     Issue senior securities, borrow or pledge its assets, except that the
     Fund may (i) borrow from a bank for the purpose of obtaining  amounts
     necessary to make  distributions  for  qualification  as a registered
     investment  company to avoid imposition of an excise tax under United
     States tax law;  and (ii) borrow  money  (including  through  reverse
     repurchase  agreements) up to the maximum amount  permitted under the
     Investment  Company  Act of  1940  (a)  for  temporary  or  emergency
     purposes, (b) for such short-term credits as may be necessary for the
     clearance or settlement of  transactions,  (c) for repurchases of its
     Common Stock and (d) for investment  purposes,  provided that amounts
     borrowed under this clause (d) shall not exceed 20% on the net assets
     of the Fund.  The Fund may also  pledge  its  assets  to secure  such
     borrowings.  Notwithstanding the above,  initial and variation margin
     in  respect  of  futures   contracts  and  options  thereon  and  any
     collateral arrangement in respect of options on securities or indexes
     will not be  prohibited by this  paragraph 3 or any other  investment
     restrictions."

The Board has noted  that,  because  the  Investment  Adviser  is not  currently
permitted  to borrow  funds for the  purpose of  investing  in  securities,  the
Investment  Adviser has been  restricted to using funds from the  liquidation of
existing  holdings for the purpose of making  additional  investments.  This has
constrained the Investment Adviser from taking advantage of opportunities to add
value to the Fund,  particularly in a rising market. The Board believes that the
proposed change in the Fund's borrowing policy would give the Investment Adviser
the  flexibility to take advantage of such  opportunities  when it believes that
the return from the  additional  investment  would exceed the cost of borrowing.
However,  purchasing securities with borrowed funds will cause the Fund's losses
to increase if there is a decline in the value of the securities  purchased with
the proceeds of the loan, or if the return on securities purchased with borrowed
funds  is less  than the  borrowing  costs of  those  funds,  due to the  Fund's
increased  exposure  in  the  underlying  securities  and  the  borrowing  costs
incurred.

Approval of the proposed amendment to the fundamental investment policy requires
the  affirmative  vote of the  holders of a majority  of the Fund's  outstanding
voting shares.  Under the  Investment  Company Act of 1940 this means the lesser
of: (i) 67% or more of the Fund's outstanding voting shares, if more than 50% of
such shares are present at the Meeting in person or by proxy,  or (ii) more than
50% of the Fund's  outstanding  voting  shares.  If the  proposed  amendment  is
approved,  the change in the Fund's fundamental  investment policies will become
effective immediately.

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL
TO CHANGE THE FUND'S FUNDAMENTAL INVESTMENT POLICIES.



                                    6


                             ADDITIONAL INFORMATION

                                                                           DRAFT
                             AUDIT COMMITTEE REPORT
                     [TO BE REVIEWED BY THE AUDIT COMMITTEE]

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 or future filings made by the Fund under those
statutes.

(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 was most recently approved by the Board on September 3, 2003.

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.

(2)  REVIEW OF THE FUND'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED
     DECEMBER 31, 2003

The Audit Committee has conducted specific oversight  activities with respect to
the Fund's  audited  financial  statements for the year ended December 31, 2003.
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  19,  2004,  the Audit  Committee  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 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 the audited financial statements for the
year  ended  December  31,  2003 be  included  in the  Fund's  annual  report to
shareholders  required by Section  30(e) of the 1940 Act, and filed with the 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


                                       7


                                                                           DRAFT

                             INDEPENDENT ACCOUNTANTS

PwC, located at 2001 Market Street,  Philadelphia,  Pennsylvania  19103 has been
selected as the independent  accountants by the Board of Directors,  including a
majority of the Independent Directors, to audit the accounts of the Fund for and
during 2004.  This firm served as independent  accountants of the Fund for 2003.
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.

Set forth in the table below are audit fees and non-audit related fees billed to
the Fund by PwC for  professional  services  received  during and for the Fund's
fiscal years ended December 31, 2002 and 2003, respectively. No fees were billed
by PwC to the Funds' Investment Adviser or its affiliates.



          FISCAL YEAR ENDED
             DECEMBER 31         AUDIT FEES      AUDIT-RELATED FEES*         TAX FEES           ALL OTHER FEES
             -----------         ----------      -------------------         --------           --------------

                                                                                       
                 2002             $33,750              $3,250                   ___                   ___
                 2003             $35,000                ___                    ___                   ___

<FN>
         ------------
         *        "Audit-Related  Fees" are those fees billed to the Fund by PWC
                  in  connection  with  services   reasonably   related  to  the
                  performance of the audit of the Fund's financial statements.
</FN>


The Fund's Audit Committee Charter requires that the Audit Committee pre-approve
all audit and non-audit services to be provided by the auditors to the Fund, and
all non-audit  services to be provided by the auditors to the Fund's  Investment
Adviser and any service  providers  controlling,  controlled  by or under common
control with the Fund's Investment Adviser that provide on-going services to the
Fund,  if the  engagement  relates  directly  to the  operations  and  financial
reporting  of the Fund,  or to  establish  detailed  pre-approval  policies  and
procedures  for such services in accordance  with  applicable  laws.  All of the
audit,  audit-related and tax services  described above for which PwC billed the
Fund for the fiscal  years ended  December  31, 2002 and  December 31, 2003 were
pre-approved by the Audit Committee.

For the Fund's  fiscal year ended  December  31,  2003,  PwC did not provide any
non-audit services to the Fund's Investment Adviser or to any affiliates thereof
that provide services to the Fund.

                             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 21st Floor,  Chater House, 8 Connaught Road Central,  Hong
Kong.

                                THE ADMINISTRATOR

The Fund's  Administrator is PFPC Inc.,  whose address is 301 Bellevue  Parkway,
Wilmington, DE 19809.

                       DEADLINE FOR STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2005 Annual Meeting of the
Stockholders of the Fund must be received by December 9, 2004, to be included in
the Proxy Statement.  A Stockholder seeking to have a proposal considered at the
2005 Annual  Meeting  where the  proposal  is not  received by December 9, 2004,
should notify the Fund no later than January 31, 2005. If notice is not received
by January  31,  2005,  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 SEC; (2) the provisions of the Fund's Amended Articles of Incorporation  and
Bylaws;  and (3) Maryland law. The Fund expects the 2005 Annual  Meeting will be
held in May of 2005.


                                       8


                                                                           DRAFT

                                  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  FUND  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-04



                                       9


                                                                    DRAFT

                                                                       EXHIBIT A

                           JF CHINA REGION FUND, INC.

                          NOMINATING COMMITTEE CHARTER


1.  NOMINATING COMMITTEE


         It was resolved  that a Committee of the Board of JF China Region Fund,
         Inc.  (the  `Board')  to be  known  as the  Nominating  Committee  (the
         `Committee') be hereby constituted.  The Committee shall be governed as
         follows:

2.  MEMBERSHIP

         2.1.     The  Committee  shall be  appointed  by the Board  amongst the
                  Independent  (as such  term is  defined  by the  NYSE  Listing
                  Standards)  Directors  of the  Company  and shall  comprise  a
                  chairman and at least 2 other directors.

         2.2.     The Board shall  appoint the  chairman of the  Committee,  who
                  could be the  Chairman  of the  Board.  In the  absence of the
                  chairman of the  Committee  and/or an  appointed  deputy,  the
                  remaining  members  present shall elect one of their number to
                  chair the meeting.

         2.3.     If a regular  member is unable to act due to absence,  illness
                  or any other cause,  the chairman of the Committee may appoint
                  another  Indpendent  Director  of the  Company  to serve as an
                  alternate member.

         2.4.     Care should be taken to minimise  the risk of any  conflict of
                  interest.

3.  SECRETARY

         3.1.     The  Company  Secretary  or  his  nominee  shall  act  as  the
                  secretary of the Committee but shall not be a member.

4.  QUORUM

         4.1.     The quorum  necessary for the transaction of business shall be
                  two.  A duly  convened  meeting  of the  Committee  at which a
                  quorum is present shall be competent to exercise all or any of
                  the   authorities,   powers  and  discretions   vested  in  or
                  exercisable by the Committee.

5.  FREQUENCY OF MEETINGS

         5.1.     The Committee  shall meet as frequently as the chairman of the
                  Committee deems necessary. Directors being considered will not
                  be present at the meeting.

6.  NOTICE OF MEETINGS

         6.1.     Meetings of the  Committee  shall be convened by the secretary
                  of  the  Committee  at the  request  of  the  chairman  of the
                  Committee.

         6.2.     Unless otherwise agreed, notice of each meeting confirming the
                  venue,  time and date,  together with an agenda of items to be
                  discussed,  shall be forwarded to each member of the Committee
                  no  fewer  than  10  working  days  prior  to the  date of the
                  meeting.

7.  MINUTES OF MEETINGS

         7.1.     The secretary  shall minute the proceedings and resolutions of
                  all  Committee  meetings,  which  shall be  circulated  to all
                  members of the Board.


                                       10


                                                                           DRAFT

8.  ANNUAL GENERAL MEETING

         8.1.     The chairman of the Committee  shall attend the Annual Meeting
                  and be prepared to respond to any shareholder questions on the
                  Committee's activities.

9.  DUTIES

         9.1.     The Committee shall:

                  9.1.1.  be  responsible  for identifying,  from  a  variety of
                          sources   including   the   possible   use  of  search
                          consultants,  and  nominating  for the approval of the
                          Board,  candidates to fill  vacancies for  Independent
                          Directors as and when they arise;

                  9.1.2.  satisfy  itself  with regard to  succession  planning,
                          that appropriate processes and plans are in place with
                          regard to appointments of Independent Directors;


                  9.1.3.  ensure on appointment that a candidate for Independent
                          Director has  sufficient  time to  undertake  the role
                          and,  if  applicable,   review  his   commitments  and
                          training; and

                  9.1.4.  make  recommendations  to the  Board  as  regards  the
                          re-appointment  of  any  Independent  Director  at the
                          conclusion of his or her specified term of office.

10. DIRECTORS' FEES

         10.1.    To  consider  directors'  fees  as and  when  required,  for a
                  recommendation to be put to the Board.

         10.2.    This can be done with  reference,  for  example,  to  research
                  conducted  on  competitor  funds  as  well  as  any  available
                  independent research.

11. AUTHORITY

         11.1.    The Committee is authorised  by the Board to  investigate  any
                  activity  within  its  terms  of  reference  and to  seek  any
                  information it requires.

         11.2.    The  Committee is  authorised  by the Board to obtain,  at the
                  Company's expense,  outside legal or other professional advice
                  on any matters within its terms of reference.  However,  prior
                  to doing this the Committee  should  consult with the Chairman
                  of the Board to agreed fee levels.


                                       11




                                           
[  ]  PLEASE MARK VOTE
     AS IN THIS EXAMPLE

- ------------------------------------------
JF CHINA REGION FUND, INC.                    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
                                              ELECTION OF EACH NOMINEE AS DIRECTOR AND "FOR" PROPOSAL 2
- ------------------------------------------

                                              1    Election of Director             For              Against


                                                   (01) A. Douglas Eu
                                                   and (02) Simon J.
                                                   Crinage                          [  ]               [  ]


                                              [  ] ___________________________________________
                                                   for all nominee(s) except as written above.

                                              2    To consider and act upon a proposal to approve a change in the Fund's
                                                   fundamental policies to permit the Fund to borrow up to 20% of the
                                                   Fund's total assets (not including the amount borrowed) for investment
                                                   purposes.
                                                        For                    Against             Abstain
                                                        [  ]                    [  ]                 [  ]


Mark box at right if an address change or
comment has been noted on the reverse side of   [  ]
this card.

                                                              ----------------------------------------------------------
Please be sure to sign and date this Proxy.                     Date
- ------------------------------------------------------------- -----------------------------------------------------------


Stockholder sign here_____________________________              Co-owner sign here__________________________________
- ------------------------------------------------------------- -----------------------------------------------------------




                           JF 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
require 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 13,
2004.

Thank you in advance for your prompt consideration of this matter.

Sincerely,

JF China Region Fund, Inc.


                                       2


                           JF CHINA REGION FUND, INC.

               Proxy Solicited On Behalf Of The Board Of Directors

THE  UNDERSIGNED  STOCKHOLDER of JF China Region Fund,  Inc. (the "Fund") hereby
appoints [JoAnne Bennick and Jack P.  Huntington],  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 13, 2004,  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 [__],  2004,  receipt of which
is hereby acknowledged, and any other matters arising before such Annual Meeting
or any adjournment thereof.

Properly  executed  proxies  will be voted (or the vote on such  matters will be
withheld on specific matters) in accordance with  instructions  appearing on the
proxy.  In the absence of specific  instructions,  proxies will be voted FOR the
election of the  nominees  as  directors,  FOR 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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