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:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
JF CHINA REGION FUND, INC.
(Name of Registrant as Specified in Its Charter)
---------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
___________________________
(2) Aggregate number of securities to which transaction applies:
____________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (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: ___________________________________________________________
[LOGO OMITTED]
JF CHINA REGION FUND, INC.
301 Bellevue Parkway
Wilmington, Delaware 19809
April 4, 2006
Dear Stockholder:
I have pleasure in enclosing the Notice of Annual Meeting of Stockholders of the
JF China Region Fund, Inc. (the "Fund"), which will be held on Thursday, May 11,
2006 at 10:00 a.m. at One Liberty Plaza, 39th Floor Conference Center, New York,
New York 10006.
I strongly urge you to read the enclosed Notice and Proxy Statement, vote, sign
and return the proxy card in the postage-paid envelope provided.
My fellow directors and I wish to extend to you an invitation to attend this
year's Annual Meeting of Stockholders and I very much hope that you will be able
to do so.
Yours faithfully,
/s/ The Rt. Hon. The Earl of Cromer
THE RT. HON. THE EARL OF CROMER
Chairman
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[LOGO OMITTED]
JF CHINA REGION FUND, INC.
301 Bellevue Parkway
Wilmington, Delaware 19809
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 2006
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 11,
2006, at 10:00 a.m., and at any adjournments or postponements 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; and
(2) to consider and act upon such other business as may properly come
before the Meeting or any adjournments or postponements thereof.
Wednesday, March 8, 2006 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 or postponements thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Hilary Lowe
Secretary
Wilmington, Delaware
April 4, 2006
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.
This page intentionally left blank.
[LOGO OMITTED]
JF CHINA REGION FUND, INC.
301 Bellevue Parkway
Wilmington, Delaware 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 11, 2006, at 10:00 a.m., and at any adjournments or postponements
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;
and
(2) to consider and act upon such other business as may properly come before
the Meeting or any adjournments or postponements thereof.
The enclosed proxy and this Proxy Statement are first being sent to the Fund's
stockholders on or about April 6, 2006.
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:
Computershare Trust Company, N.A.
P.O. Box 43010, Providence, RI 02940-3010
800-426-5523
www.computershare.com/equiserve
The cost of soliciting proxies and preparing the proxy materials will be borne
by the Fund. 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 Andre Morgan, John DelPrete and Wade Boylan,
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 8, 2006, as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Meeting or any adjournment or postponement 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 for each share held), 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.
The principal executive offices of the Fund are located at 301 Bellevue Parkway,
Wilmington, Delaware 19809, USA.
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 8, 2006*, 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 CEDE & Co. 4,526,921 98.72%
c/o Depository Trust Company (record)
Box 20
New York, New York 10004-9998
- -----------------------------------------------------------------------------------------------------
Common Stock BKF Asset Management, Inc.*** 282,910 6.17%
One Rockefeller Plaza (beneficial)
New York, New York 10020
- -----------------------------------------------------------------------------------------------------
<FN>
* As of such date, the Directors and officers as a group owned less than 1%
of the outstanding shares of the Fund.
** Because some or all of the shares attributable to BKF Asset Management,
Inc. may be held through the Depository Trust Company, the total percentage
in this column may exceed 100%.
*** Information as to beneficial ownership of BKF Asset Management, Inc. is
based on a report filed with the U.S. Securities and Exchange Commission
(the "SEC") on February 14, 2006.
</FN>
PROPOSAL 1
ELECTION OF DIRECTORS
There are three members on the current Board of Directors. Two of the current
members of the Board of Directors, The Rt. Hon. The Earl of Cromer and Mr.
Alexander Reid Hamilton (the "Nominees"), have been nominated to serve for the
terms as indicated below and until their successors are elected and qualified.
The Rt. Hon. The Earl of Cromer was last elected by the stockholders at the 2003
Annual Meeting on May 8, 2003 to serve as Class I director for a term of three
years. In accordance with the terms of his election, his term expires at the
2006 Annual Meeting upon the election and qualification of his successor. The
Rt. Hon. The Earl of Cromer has been nominated to serve as a Class I director
for a three-year term and until his successor shall have been elected and
qualified.
Mr. Alexander Reid Hamilton was last elected by the stockholders at the 2003
Annual Meeting on May 8, 2003 to serve as Class I director for a term of three
years. In accordance with the terms of his election, his term expires at the
2006 Annual Meeting upon the election and qualification of his successor. He has
been nominated to serve as a Class II 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" THE
NOMINEES.
The Board knows of no reason why the Nominees will be unable to serve. If either
of the Nominees should become unable to serve, the proxies will be voted for the
election of such person as may be designated by the Board to replace such
Nominee.
2
The following table presents information concerning the Nominees and 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 FUND
LENGTH OF COMPLEX
NAME, ADDRESS AND POSITION(S) HELD TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DOB WITH FUND(1) SERVED(1) DURING PAST 5 YEARS DIRECTOR* HELD BY DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
The Rt. Hon. The Earl Chairman and Since 1994 Chairman of the Board of 1 Director of Schroder
of Cromer Director, Class I the Fund; Chief Executive Asia Pacific Fund
Finsbury Dials Officer of Cromer Associates Limited; Director of
20 Finsbury Street Limited (family business); Business Link Somerset
London EC2Y 9AQ Chairman of Lloyd George- Limited and Western
United Kingdom Standard Chartered China Provident Association;
DOB: 6/3/46 Fund Limited and Philippine former Director of
Discovery Investment Company Inchcape Pacific
Limited (consulting). Limited, A1HQ.com
Inc.; and former
Director of Korea Asia
Fund Limited.
- ------------------------------------------------------------------------------------------------------------------------------------
Alexander Reid Hamilton Director, Class II Since 1994 Director of Citic Pacific 1 See Principal
P.O. Box 12343 Limited (infrastructure); Occupation.
General Post Office Director of China Cosco
Hong Kong Holdings Company (container
DOB: 10/4/41 shipping); Director of Esprit
Holdings Limited (clothing
retail); Director of Shangri-La
Asia Limited (hotels); and
Director of Octopus Cards
Limited (financial services).
- ------------------------------------------------------------------------------------------------------------------------------------
Julian M.I. Reid Director, Class III Since 1998 Chief Executive Officer of 3a 1 Director and Chairman
10 Frere Felix de Valois Asset Management Limited; of The Korea Fund,
Street Director and Chairman of Morgan's Inc. and Director of
Port Louis Walk Properties Limited. 3a Global Growth Fund
Mauritius Limited.
DOB: 8/7/44
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS WHO ARE NOT DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
A. Douglas Eu Treasurer Since 1997 Former Director of the Fund; N/A N/A
21st Floor, Chater House Director, Chief Operations
8 Connaught Road Officer and Secretary of the
Central Investment Adviser; Chief
Hong Kong Executive Officer of JF Funds;
DOB: 8/27/61 Director of JF Asset Management
Limited; and Director of
Ayudhya JF Asset Management.
- ------------------------------------------------------------------------------------------------------------------------------------
Simon J. Crinage President Since 2003 Former Director of the Fund; N/A N/A
Finsbury Dials Vice President, JPMorgan Asset
20 Finsbury Street Management since September
London EC2Y 9AQ 2000. Prior to that, Director
United Kingdom of JPMorgan Asset Management
DOB: 5/10/65 (UK) Limited.
- ------------------------------------------------------------------------------------------------------------------------------------
Hilary Lowe Secretary Since 2005 Associate, JPMorgan Asset N/A N/A
Finsbury Dials Management since February 2002.
20 Finsbury Street
London EC2Y 9AQ
United Kingdom
DOB: 11/15/71
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* JF China Region Fund, Inc. is the sole fund in the fund complex.
(1) The Rt. Hon. The Earl of Cromer, a Class I director, has been nominated for
a three-year term that expires at the 2009 Annual Meeting. Mr. Hamilton has
been nominated to serve as a Class II director for a one-year term that
expires at the 2007 Annual Meeting. Mr. Reid, a ClassIII director, will
serve until the 2008 Annual Meeting.
</FN>
3
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, 2006.
-----------------------------------------------------------------------
DOLLAR RANGE OF EQUITY
NAME OF DIRECTOR SECURITIES IN THE FUND(1)
-----------------------------------------------------------------------
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
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(1) Valuation as of March 1, 2006.
(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, 2005, the Board of Directors held a
total of four meetings. The Board has an Audit Committee. The Audit Committee
met twice during the fiscal year ended December 31, 2005. 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 registered public
accounting firm 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
registered public accounting firm and to review fees charged by the independent
registered public accounting firm. The Audit Committee, comprising all of the
Independent Directors, also recommends to the Board of Directors the selection
of the independent registered public accounting firm. All of the Independent
Directors attended all the Board and Committee meetings (including committees
other than the Audit Committee) for which they were eligible to attend. The
Fund's Audit Committee Charter is available on the Fund's website at
www.jfchinaregion.com.
The Board also has a Management Engagement Committee that is composed of all of
the Directors, each of whom is an Independent Director. 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 twice during the fiscal year ended December 31, 2005.
The Board of Directors has a Nominating Committee composed of all of the
Directors. The members of the Nominating Committee are not "interested persons"
of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended ("1940 Act"), and also are "independent directors" of the Fund,
as defined under the rules of the NYSE. The Nominating Committee met once during
the fiscal year ended December 31, 2005. The Nominating Committee is responsible
for identifying individuals believed to be qualified to become 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 Charter is available on the Fund's
website. A copy of the Nominating Committee Charter is attached hereto as
Exhibit A.
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.
4
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 12, 2005 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, 2005:
PENSION OR
RETIREMENT
AGGREGATE BENEFITS ACCRUED ESTIMATED TOTAL COMPENSATION
COMPENSATION AS PART OF FUND ANNUAL BENEFITS FROM FUND
NAME OF PERSON, POSITION FROM FUND EXPENSES UPON RETIREMENT PAID TO DIRECTORS
- ---------------------------------------------------------------------------------------------------------------
The Rt. Hon. The Earl of
Cromer,Chairman and Director $30,200 None None $30,200
- ---------------------------------------------------------------------------------------------------------------
A. R. Hamilton, Director $27,200 None None $27,200
- ---------------------------------------------------------------------------------------------------------------
Julian M.I. Reid, Director $27,200 None None $27,200
- ---------------------------------------------------------------------------------------------------------------
Total $84,600 None None $84,600
- ---------------------------------------------------------------------------------------------------------------
The Directors' compensation from the Fund consists solely of Directors' and
attendance fees. Each Director is paid an annual fee of $16,000 plus $1,400 per
meeting attended and the Chairman is paid an annual fee of $19,000 plus $1,400
per meeting attended.
None of the executive officers of the Fund received any compensation from the
Fund for the year ended December 31, 2005.
THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" EACH NOMINEE AS DIRECTOR.
5
ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the Fund's previous
or future filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 (the "1934 Act") 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 February 16, 2006.
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 independent registered public accounting
firm.
(2) REVIEW OF THE FUND'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2005
The Audit Committee has conducted specific oversight activities with respect to
the Fund's audited financial statements for the year ended December 31, 2005.
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 registered public accounting firm,the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
At its meeting on February 16, 2006, 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, 2005 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
6
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PwC, located at 2001 Market Street, Philadelphia, Pennsylvania 19103 has been
selected as the independent registered public accounting firm by a unanimous
decision of the Board of Directors to audit the accounts of the Fund for and
during 2006. This firm served as the independent registered public accounting
firm of the Fund for 2005. 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, 2004 and 2005, respectively. No fees were billed
by PwC to the Fund's Investment Adviser or its affiliates.
- ------------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED
DECEMBER 31 AUDIT FEES AUDIT-RELATED FEES* TAX FEES ALL OTHER FEES
- ------------------------------------------------------------------------------------------------------------
2004 $36,750 -- -- --
- ------------------------------------------------------------------------------------------------------------
2005 $37,244 -- -- --
- ------------------------------------------------------------------------------------------------------------
<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 services described above for which PwC billed the Fund for the fiscal
years ended December 31, 2004 and December 31, 2005 were pre-approved by the
Audit Committee.
For the Fund's fiscal year ended December 31, 2005, 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 U.S. Investment Advisers Act of 1940, as amended.
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, Delaware 19809, USA.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2007 Annual Meeting of the
Stockholders of the Fund must be received by December 7, 2006 to be included in
the Proxy Statement. A Stockholder seeking to have a proposal considered at the
2007 Annual Meeting where the proposal is not received by December 7, 2006,
should notify the Fund no later than January 30, 2007. If notice is not received
by January 30, 2007, 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 2007 Annual
Meeting will be held in May of 2007.
7
The Fund does not have a specified process for stockholders to send
communications to the Board, however, stockholders are able to communicate to
the Board via the Fund's address at 301 Bellevue Parkway, Wilmington, Delaware
19809, USA in care of PFPC Inc. (the "Administrator"). All communications
received from stockholders by the Administrator are forwarded to the Board or to
the specified Board member, as the case may be, for consideration and response.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Fund's directors and officers,
certain persons affiliated with the Investment Adviser and persons who
beneficially own more than 10% of a registered class of the Fund's securities,
to file reports of ownership and changes of ownership with the SEC, the New York
Stock Exchange, Inc. and the Fund. Directors, officers and greater-than-10%
shareholders are required by SEC regulations to furnish the Fund with copies of
all Section 16(a) forms they file.
Based solely upon its review of the copies of such forms received by it and
written representations from certain of such persons, the Fund believes that
during 2005, all such filing requirements applicable to such persons were met.
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.
8
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
disinterested directors of the Company and shall comprise a chairman
and at least 2 other directors.
2.2. The Board shall appoint the Committee chairman who could be the
Chairman of the Board. In the absence of the Committee chairman
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
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.
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 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.
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.
A-1
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
Board vacancies 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
Board appointments;
9.1.3. ensure on appointment that a candidate has sufficient time to
undertake the role and, if applicable, review his commitments
and training;
9.1.4. make recommendations to the Board as regards the
re-appointment of any director at the conclusion of his or
her specified term of office.
10. DIRECTORS' FEES
10.1. To consider directors' fees on an annual basis, or 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.
A-2
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JF CHINA REGION FUND, INC.
[ ] Mark this box with an X if you
have made changes to your name or
address details above.
ANNUAL MEETING PROXY CARD
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
NOMINEE AS DIRECTOR.
A ELECTION OF DIRECTORS
1. Nominees:
FOR WITHHOLD
01 - The Rt. Hon. The Earl of Cromer [ ] [ ]
02 - Alexander Reid Hamilton [ ] [ ]
COMMENTS
Mark this box with an X if you have made comments below. [ ]
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
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.
Signature 1 - Please keep signature within the box
__________________________________________________________
Signature 2 - Please keep signature within the box
__________________________________________________________
Date (mm/dd/yyyy)
__/__/____
PROXY - 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 Andre Morgan, John DelPrete and Wade Boylan, 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 11, 2006, 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 4, 2006, 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 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.
_________________________________________________________________
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
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 and date, and return your proxy vote in the enclosed postage
paid envelope. Your vote must be received prior to the Annual Meeting of
Stockholders, May 11, 2006.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
JF China Region Fund, Inc.