As filed with the Securities and Exchange Commission on March, 2002

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934



Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

                                               
[ ]   Preliminary Proxy Statement                 [ ] Confidential, for Use of the Commission Only
[X]   Definitive Proxy Statement                      (as permitted by Rule 14a-6(e)(2))
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Under Rule 14a-12



                     JARDINE FLEMING CHINA REGION FUND, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules  14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:


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(2)  Aggregate number of securities to which transaction applies:


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(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):


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(4)  Proposed maximum aggregate value of transaction:


--------------------------------------------------------------------------------
(5)  Total fee paid:


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[ ] 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:


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(2)  Form, Schedule or Registration Statement No.:


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(4)  Date Filed:


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                                [LOGO OMITTED.]

                     JARDINE FLEMING CHINA REGION FUND, INC.

                              400 Bellevue Parkway
                           Wilmington, Delaware 19809

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD ON MAY 9, 2002


Notice is hereby given that the Annual Meeting (the  "Meeting") of  Stockholders
of Jardine  Fleming  China  Region Fund,  Inc.  (the "Fund") will be held at One
Liberty  Plaza,  39th Floor  Conference  Center,  New York,  New York 10006,  on
Thursday, May 9, 2002, at 10:00 a.m. for the following purposes:

(1)  to elect one director of the Fund to hold office for the term indicated and
     until his successor shall have been elected and qualified;

(2)  to amend the Fund's  investment  policies to require the Fund under  normal
     conditions to invest at least 80% of its total assets in equity  securities
     issued  either  by  China  Region  companies  or  China  Region  associated
     companies and at least 65% of its total assets in equity  securities issued
     by China Region companies; and

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

Thursday,  February 28, 2002,  was fixed by the Board of Directors as the record
date for  determination  of stockholders  entitled to notice of, and to vote at,
the Meeting or any adjournments thereof.


                                BY ORDER OF THE BOARD OF DIRECTORS



                                         John P. Falco
                                         Assistant Secretary


Wilmington, Delaware
April 8, 2002




                             YOUR VOTE IS IMPORTANT
             Please execute and return the enclosed proxy promptly,
          whether or not you plan to attend the Fund's Annual Meeting.


                                [LOGO OMITTED.]

                     JARDINE FLEMING CHINA REGION FUND, INC.
                              400 Bellevue Parkway
                              Wilmington, DE 19809

                                PROXY STATEMENT


                                  INTRODUCTION

This Proxy  Statement is furnished in connection  with the  solicitation  by the
Board of Directors of Jardine  Fleming  China Region Fund,  Inc. (the "FUND") of
proxies to be voted at the Annual Meeting of Stockholders (the "MEETING") of the
Fund to be held at One Liberty Plaza, 39th Floor Conference Center, New York, NY
10006, on Thursday, May 9, 2002, at 10:00 a.m., and at any adjournments thereof,
for the following purposes:

(1)  to elect one  director of the Fund,  to hold office for the term  indicated
     and until his or her successor shall have been elected and qualified;

(2)  to amend the Fund's  investment  policies to require the Fund under  normal
     conditions to invest at least 80% of its total assets in equity  securities
     issued  either  by  China  Region  companies  or  China  Region  associated
     companies and at least 65% of its total assets in equity  securities issued
     by China Region companies; and

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

The enclosed  proxy and this Proxy  Statement are first being sent to the Fund's
stockholders on or about April 8, 2002.

The cost of soliciting  proxies and preparing the proxy  materials will be borne
by the  Fund.  In order to ensure  that  sufficient  shares of Common  Stock are
represented at the Meeting to permit  approval of the proposals  outlined in the
Proxy Statement, the Fund has retained the services of MacKenzie Partners, Inc.,
to assist it in  soliciting  proxies for a fee of $6,000 plus  reimbursement  of
out-of-pocket  expenses. In addition,  the Fund will request securities brokers,
custodians,  nominees,  and fiduciaries to forward solicitation  material to the
beneficial  owners of stock  held of record  and will  reimburse  them for their
reasonable  out-of-pocket  expenses in forwarding such solicitation material. In
addition,  proxies may be  solicited  personally  or by telephone or telegram by
directors,  officers, and employees of the Fund without additional  compensation
to them.

The Board of Directors has selected John P. Falco and JoAnne  Bennick,  and each
of them,  to act as  proxies  with  full  power of  substitution.  All  properly
executed  proxies  received prior to the Meeting will be voted at the Meeting in
accordance  with the  instructions  marked  thereon  or  otherwise  as  provided
therein.  Unless instructions to the contrary are marked,  shares represented by
the proxies will be voted "FOR" all the  proposals.  Any proxy may be revoked at
any time prior to the exercise  thereof by  submitting  another  proxy bearing a
later  date or by  giving  written  notice to the  Secretary  of the Fund at the
Wilmington,  Delaware  address  indicated  above or by  voting  in person at the
Meeting.

The Board of Directors  has fixed the close of business on February 28, 2002, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Meeting or any  adjournment  thereof.  At that date,  there were
outstanding  and entitled to vote  4,688,824  shares of Common Stock,  par value
$0.01 per share. Stockholders of the Fund on that date will be entitled one vote
on each  matter  to be voted  for each  share  held  (and one such vote for each
director  to be  elected),  with no  shares  having  cumulative  voting  rights.
Abstentions  and "broker  non-votes" (as

                                       1


defined  below) are counted  for  purposes  of  determining  whether a quorum is
present for purposes of convening  the meeting.  "Broker  non-votes"  are shares
held by a broker or nominee for which an executed  proxy is received by the Fund
but are not voted as to one or more proposals because instructions have not been
received from the beneficial  owners or persons entitled to vote, and the broker
or nominee does not have  discretionary  voting  power.  Abstentions  and broker
non-votes  will not be counted as "votes  cast" on any proposal and will have no
effect on the result of the votes conducted during the Meeting.

The principal executive offices of the Fund are located at 400 Bellevue Parkway,
Wilmington, DE 19809, USA.

                                PRINCIPAL HOLDERS

Although the Fund does not have information  concerning the beneficial ownership
of shares held in the names of DTC Participants, as of February 28, 2002, to the
knowledge  of the  Fund,  the  following  owned  of  record  5% or  more  of the
outstanding shares of the Fund.



                                                                           AMOUNT OF RECORD      PERCENT
TITLE OF CLASS     NAME AND ADDRESS OF RECORD OWNER                           SHARES HELD        OF CLASS
--------------- -------------------------------------------------------- -------------------- -------------
                                                                                         
Common Stock      Merrill Lynch, Pierce Fenner & Smith Safekeeping              892,963           19.04%
                  4 Corporate Place
                  Piscataway, NJ  08854
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock      Brown Brothers Harriman & Co.                                 380,067            8.11%
                  63 Wall Street
                  8th Floor
                  New York, NY  10005
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock      State Street Bank & Trust Company                             373,955            7.98%
                  1776 Heritage Drive
                  No. Quincy, MA  02171
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock      Charles Schwab & Co., Inc.                                    307,950            6.57%
                  Newport Financial Center
                  111 Pavonia Avenue East, 3rd Floor
                  Jersey City, NJ  07310
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock      Citibank, N.A.                                                266,596            5.69%
                  3800 Citibank Center
                  Tampa, FL 33610
--------------- -------------------------------------------------------- -------------------- -------------



                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTOR

There are four members on the current Board of Directors.  Mr. A. Douglas Eu was
elected the  President of the Fund on May 12, 1999,  while The Rt. Hon. The Earl
of Cromer, the former President,  continues to be the Chairman and a director of
the  Fund.  One of the  current  members  of the  Board  of  Directors  has been
nominated  to serve for terms as  indicated  below  and until his  successor  is
elected and qualified.

Mr.  Julian M.I.  Reid was last elected by the  stockholders  at the 1999 Annual
Meeting on May 13,  1999,  to serve as a Class III  director for a term of three
years.  In accordance  with the terms of that election,  his term expires at the
2002  Annual  Meeting.  Mr.  Reid has  been  nominated  to serve as a Class  III
director for a three-year  term and until his successor  shall have been elected
and qualified.

It is intended that all proxies received,  unless otherwise  indicated,  will be
voted "FOR" the election of the nominee  referred to above. The affirmative vote
of a  plurality  of the  shares  present  at the  Meeting  (at which a quorum is
present) is required to elect the  nominee.  THE BOARD OF  DIRECTORS  RECOMMENDS
THAT YOU VOTE "FOR" THE NOMINEE.

The Board knows of no reason why the nominee listed will be unable to serve.  If
the nominee  should  become  unable to serve,  the proxies will be voted for the
election  of such  person  as may be  designated  by the Board to  replace  such
nominee.

                                       2


There have been no purchases or sales by any director or nominee for election as
director  of  securities  of the Fund's  investment  adviser,  JF  International
Management,  Inc. (the "INVESTMENT  ADVISER") or its parents, or subsidiaries of
either 1% of the  outstanding  securities  of any class of such  entities  since
January 1, 2001.

Mr. A. Douglas Eu has been the Chief Operations Officer and the Secretary of the
Investment  Adviser  since 1992,  and he is considered  an  "interested  person"
within the meaning of Section 2(a)(19) of the 1940 Act because of his employment
with the Investment Adviser.


No other director or nominee for election as director or officer of the Fund, or
member of their  immediate  family,  is or was  during the past five  years,  an
officer,  employee,  director, general partner, or shareholder of the Investment
Adviser.  No director or nominee  for  election as director or officer  owns any
securities  or has had during the past five years any other  material  direct or
indirect  interest  in  the  Investment  Adviser  or  any  person   controlling,
controlled by, or under common control with the Investment Adviser.

No other  director or nominee for  election as director  has had during the past
five years any material direct or indirect interest in the Fund's  administrator
PFPC Inc. (the "ADMINISTRATOR").

No other  director or nominee for  election  as  director  has, or has had,  any
material  relationship,  any  material  interest,  direct  or  indirect,  in any
material transactions,  or in any proposed material  transactions,  to which the
Investment  Adviser,  the  Administrator,  or any parent or  subsidiary  of such
entities was or is to be a party.

There are no material pending legal proceedings to which any director or nominee
for  election as director or  affiliated  person of any  director or nominee for
election  as director  is a party  adverse to the Fund or any of its  affiliated
persons or has a material  interest adverse to the Fund or any of its affiliated
persons.

The  following  table  presents  information  concerning  the  current  Board of
Directors and Officers of the Fund. The information includes their positions and
principal  occupations  during  the last five  years.  Each  director  who is an
"interested  person"  (within the meaning of Section  2(a)(19) of the Investment
Company  Act of 1940  (the  "1940  ACT"))  is  indicated  by an  asterisk  ("*")
preceding his name.




                                                                                             NUMBER OF
                                                 TERM OF                                   PORTFOLIOS IN
                                                OFFICE AND                                    FUND
                                 POSITION(S)    LENGTH OF                                    COMPLEX
                                  HELD WITH       TIME          PRINCIPAL OCCUPATION(S)     OVERSEEN BY     OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE              FUND (1)      SERVED (1)       DURING PAST 5 YEARS        DIRECTOR         HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
                                                       DISINTERESTED DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            
The Rt. Hon. The Earl of Cromer    Chairman     Since 1994      Chief Executive Officer          1         Director of Schroder
6, Sloane Terrace Mansions,      and Director,                  of Cromer Associates                       Asia Pacific Fund
London, SW1X 9DG                   Class I                      Limited; Chairman of LG                    Limited; former
United Kingdom                                                  China Fund Limited,                        Director of Inchcape
Age:  55                                                        Philippine Discovery                       Pacific Limited
                                                                Investment Company
                                                                Limited, Cambridge Asia
                                                                Fund Limited and
                                                                Somerset Business Link
                                                                Limited
------------------------------- ------------- ---------------- -------------------------- --------------- --------------------------
Alexander Reid Hamilton           Director,     Since 1994      Director of Citic                1         See Principal
Flat E, 15th Floor,                Class I                      Pacific Limited, The                       Occupation
Gold Ning Mansion,                                              Swank Shop Limited,
5 Tai Hang Drive,                                               Cosco International
Hong Kong                                                       Holdings Limited,
Age:  60                                                        Cosco Pacific
                                                                Limited, Esprit
                                                                Holdings Limited,
                                                                DBS Kwong On Bank
                                                                Limited, Man Sang
                                                                International
                                                                Limited, Boto
                                                                International
                                                                Holdings Limited and
                                                                Shangri-La Asia
                                                                Limited
------------------------------- ------------- ---------------- -------------------------- --------------- --------------------------
Julian M. I. Reid                 Director,     Since 1998      Chief Executive Officer          2         Chairman of Jardine
10 Frere Felix de Valois St.      Class III                     of 3a Asset Management                     Fleming India Fund,
Port Louis, Mauritius                                           Limited                                    Inc.; former
Age: 57                                                                                                    Director of JF
                                                                                                           Philippine Fund Inc.

------------------------------------------------------------------------------------------------------------------------------------
                                                         INTERESTED DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
A. Douglas Eu                     President,    Since 1997      Chief Operations                 2         Director of Jardine
HK Parkwiew, Apt. 0863,           Treasurer                     Officer and                                Fleming India Fund,
Tower 10,                        and Director,                  Secretary of the                           Inc.; former
88 Tai Tam Reservoir Rd.          Class II                      Investment Advisor                         Director of JF Asset
Hong Kong                                                                                                  Management Limited
Age: 40                                                                                                    and JF Philippine
                                                                                                           Fund Inc.
------------------------------------------------------------------------------------------------------------------------------------
                                                    OFFICERS WHO ARE NOT DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
Lauren Pan                        Secretary     Since 2001      Vice President of JF            N/A        N/A
Age: 35                                                         Asset Management
                                                                Ltd. since July
                                                                2000. Prior to that,
                                                                Manager of JF Asset
                                                                Management Ltd.
------------------------------- ------------- ---------------- -------------------------- --------------- --------------------------
John P. Falco                     Assistant     Since 2001      Assistant Vice                  N/A        N/A
Age: 29                           Secretary                     President and
                                                                Manager, Regulatory
                                                                Administration, PFPC
                                                                Inc. since December
                                                                2000. Prior to that,
                                                                Regulatory
                                                                Administrator, PFPC
                                                                Inc. (December 1997
                                                                to December 2000)
                                                                and, prior to that,
                                                                Legal Assistant at
                                                                the law firm of
                                                                Drinker Biddle &
                                                                Reath LLP
------------------------------------------------------------------------------------------------------------------------------------

(1)  Number I, II, or III below a director's name indicates whether he serves in
     Class I, II, or III of the Board of Directors. Class III directors will be
     elected for three-year terms as of the Meeting. Class I directors will
     serve until the 2003 Annual Meeting with the position then becoming one for
     subsequent three-year terms. Class II directors will serve until the 2004
     Annual Meeting with the position then becoming one for subsequent
     three-year terms.




The following table sets forth the dollar range of equity securities
beneficially owned by each Director in the Fund and in all registered investment
companies overseen by the Director within the Fund's family of investment
companies on March 15, 2002:



------------------------------------------------------------------------------------------------------------------------------
                                                                                         AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                     SECURITIES IN ALL REGISTERED INVESTMENT
                                                                                              COMPANIES OVERSEEN BY
                                                    DOLLAR RANGE OF EQUITY                  DIRECTOR WITHIN THE FAMILY
NAME OF DIRECTOR                                  SECURITIES IN THE FUND (1)                OF INVESTMENT COMPANIES(1)
------------------------------------------------------------------------------------------------------------------------------
                                                      INTERESTED DIRECTOR
------------------------------------------------------------------------------------------------------------------------------
                                                                                           
A. Douglas Eu                                                None                                      None
------------------------------------------------------------------------------------------------------------------------------

                                                    DISINTERESTED DIRECTORS
------------------------------------------------------------------------------------------------------------------------------
The Rt. Hon. The Earl of Cromer                        $10,001-$50,000                           $10,001-$50,000
--------------------------------------------- ---------------------------------- ----------------------------------------------
A. R. Hamilton                                            $1-$10,000                                $1-$10,000
--------------------------------------------- ---------------------------------- ----------------------------------------------
Julian M.I. Reid                                          $1-$10,000                             $10,001-$50,000
------------------------------------------------------------------------------------------------------------------------------

(1)      Valuation as of March 28, 2002.



                                       3



During the fiscal year ended  December 31, 2001,  the Board of Directors  held a
total of seven meetings.  The Board has an Audit Committee,  but does not have a
Nominating or Compensation  Committee.  The Audit Committee met twice during the
fiscal year ended December 31, 2001. At present, the Audit Committee members are
Messrs.  Hamilton and Reid, and The Rt. Hon. The Earl of Cromer; Mr. Reid became
an Audit  Committee  Member on January 31, 2002. The Audit  Committee meets with
the Fund's  independent  accountants to review whether  satisfactory  accounting
procedures  are  being  followed  by the Fund and  whether  internal  accounting
controls  are  adequate  to inform  itself  with  regard to  non-audit  services
performed  by the  independent  accountants  and to review  fees  charged by the
independent  accountants.  The Audit  Committee also  recommends to the Board of
Directors the selection of independent accountants.  Other than Mr. Y.M. Ng, who
resigned from the Board on June 19, 2001, all of the directors  attended all the
Board  and  Committee  meetings  (including  committees  other  than  the  Audit
Committee) for which they were eligible to attend.


             COMPENSATION OF DIRECTORS AND OFFICERS

A director  or officer  of the Fund who is also an  officer or  employee  of the
Investment  Adviser receives no remuneration from the Fund. The directors of the
Fund do not receive any  pensions or  retirement  benefits  from the Fund or the
Investment Adviser.

The table below sets forth the  compensation  paid by the Fund to its  directors
who received such compensation for the year ended December 31, 2001:




----------------------------------------------------------------------------------------------------------------------
                                                            PENSION OR       ESTIMATED
                                                            RETIREMENT        ANNUAL           TOTAL COMPENSATION
                                                             BENEFITS        BENEFITS                FROM
                                          AGGREGATE         ACCRUED AS         UPON           FUND AND FUND COMPLEX
                                         COMPENSATION      PART OF FUND     RETIREMENT       WITH TWO FUNDS PAID TO
 NAME OF PERSON, POSITION                  FROM FUND         EXPENSES                              DIRECTORS
----------------------------------------------------------------------------------------------------------------------
                                                                                        
The Rt. Hon. The Earl of Cromer,            $23,000            None            None                 $23,000
Chairman and Director
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
A. R. Hamilton, Director                    $19,000            None            None                 $19,000
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
Julian M.I. Reid, Director                  $17,500            None            None                 $38,250
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
Ng Yook Man, Director                       $14,351            None            None                 $14,351
(resigned effective June 19, 2001)
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
Total                                       $73,851            None            None                 $94,601
----------------------------------------------------------------------------------------------------------------------



The directors'  compensation from the Fund is comprised solely of directors' and
attendance fees. The fees were paid on the basis of an annual fee of $13,750 for
directors and $17,750 for the Chairman,  plus $750 per meeting attended.  Mr. Eu
does not  receive  such fees  because  of his  affiliation  with the  Investment
Adviser.

                                        4



None of the executive  officers of the Fund received any  compensation  from the
Fund for the year ended December 31, 2001.

                                   PROPOSAL 2

                           CHANGE IN INVESTMENT POLICY

It is our policy under normal conditions to invest at least 65% of our assets in
common  stock,   preferred  stock  and  equity-related   securities   (including
convertible  debt  obligations,  warrants  and  rights)  and in  the  depositary
receipts  representing  such stock and other securities  (collectively,  "equity
securities"),  issued by  "China  Region  companies."  We  define  China  Region
companies as companies (a) that are  organized in a China Region  country or for
which the principal securities trading market is in the China Region or (b) that
have 50% or more of their assets in, or derive 50% or more of their  revenues or
profits  from,  the China  Region.  The China  Region is defined as the People's
Republic  of China,  including  Hong Kong and Macau,  and the  Republic of China
(Taiwan).  To the extent that the balance of the Fund's  assets are not invested
in equity securities  issued by China Region companies,  our policy is to invest
in securities issued by "China Region associated  companies," which we define as
companies  that do not meet the  definition of a China Region  company but whose
current or  expected  performance  the Fund's  investment  advisor  believes  is
strongly  associated with the China Region, and are exposed to significant risks
of the China Region, and certain high-quality debt obligations.

A regulation  recently  adopted by the U.S.  Securities and Exchange  Commission
requires a fund with a name  indicating an  investment  emphasis in a geographic
region to adopt a policy to  invest  at least 80% of its  assets in  investments
that are tied economically to the particular  geographic region suggested by its
name. While we have consistently  invested over 80% of our assets in investments
that are tied  economically  to the China  Region,  this practice has not been a
stated  fundamental policy of the Fund. But under normal conditions we intend to
continue to be so invested.

Proposal  No.  2 is  intended  to  comply  with  the new  rule by  amending  our
investment policy to require that under normal circumstances at least 80% of our
net  assets,  plus the  amount of any  borrowings  for  investment  purposes  be
invested in equity  securities  issued by China Region companies or China Region
associated  companies  and that at least 65% of our assets be invested in equity
securities issued by China Region companies.

Our  investment  policy,  both as it currently  exists and as it would be stated
following the adoption of Proposal No. 2, applies only under normal  conditions.
We may,  therefore,  in certain  circumstances  invest a lower percentage of our
assets in investments  tied  economically to the China Region.  For example,  we
could, as a temporary  defensive  position  invest a lower  percentage in assets
economically  tied to the China  Region in order to avoid  losses in response to
adverse market, economic, political or other conditions.

The Board of Directors  believes that the current name of the Fund is consistent
with the  Fund's  investment  policy  and  helps  to  highlight  our  investment
strategy.

The  affirmative  vote of a simple  majority of shares present and voting at the
Meeting is  required  to amend the  investment  policy.  THE BOARD OF  DIRECTORS
RECOMMENDS  THAT  STOCKHOLDERS  VOTE  "FOR" THE  PROPOSAL  TO AMEND  THE  FUND'S
INVESTMENT POLICY TO REQUIRE UNDER NORMAL  CIRCUMSTANCES 80% OF ITS ASSETS TO BE
INVESTED IN THE EQUITY  SECURITIES  ISSUED BY CHINA  REGION  COMPANIES  OR CHINA
REGION  ASSOCIATED  COMPANIES,  AND 65% OF ITS  ASSETS  BE  INVESTED  IN  EQUITY
SECURITIES ISSUED BY CHINA REGION COMPANIES.


                             ADDITIONAL INFORMATION

                             AUDIT COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of the Fund's previous
or future filings under the  Securities  Act of 1933 or the Securities  Exchange
Act of 1934 that might  incorporate  future filings made by the Fund under those
statutes,  the  following  report  shall  not be deemed  to be  incorporated  by
reference into any prior filings nor future filings made by the Fund under those
statutes.

                                       5



     (1)  MEMBERSHIP AND ROLE OF THE AUDIT COMMITTEE

The Audit Committee consists of Mr. Alexander R. Hamilton,  Mr. Julian M.I. Reid
and The Rt. Hon. The Earl of Cromer.  Each of the members of the Audit Committee
is  independent as defined under the rules of the New York Stock  Exchange.  The
Audit  Committee  operates  under a  written  charter  adopted  by the  Board of
Directors, which is included in this Proxy Statement as Exhibit A.

The primary  purpose of the Audit Committee is to assist the Board in monitoring
the integrity of the financial  statements  of the Fund,  the  compliance by the
Fund  with  legal  and  regulatory   requirements,   and  the  independence  and
performance of the Fund's external accountants.  The Audit Committee met two (2)
times during the year ended 2001.

     (2)  REVIEW OF THE FUND'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR
          ENDED DECEMBER 31, 2001

The Audit Committee has conducted specific oversight  activities with respect to
the Fund's  audited  financial  statements for year ended December 31, 2001. The
Audit  Committee  has also  reviewed  and  discussed  them  with the  Investment
Adviser.  The Audit  Committee has discussed  with  PricewaterhouseCoopers,  LLP
("PWC"),  the  Fund's  independent  accountants,  the  matters  required  to  be
discussed by Statement on Auditing  Standards No. 61  (Communication  with Audit
Committees).

At its meeting on February 20, 2002,  the Audit  Committee has also received the
written  disclosures and the letter from PWC required by Independence  Standards
Board Standard No. 1  (Independence  Discussion  with Audit  Committees) and the
Audit Committee has discussed the independence of PWC with that firm.

Based on the Audit  Committee's  review and discussions  noted above,  the Audit
Committee  recommended  to the Board that audited  financial  statements for the
year  ended  December  31,  2001 be  included  in the  Fund's  annual  report to
shareholders  required by Section  30(e) of the 1940 Act,  and filed with SEC as
required by Rule 30d(1) under the 1940 Act.

Audit Committee
Alexander R. Hamilton, Chairman
The Rt. Hon. The Earl of Cromer
Julian M.I. Reid


                                       6


                             INDEPENDENT ACCOUNTANTS

PWC has been selected as the independent  accountants by the Board of Directors,
including a majority of the  directors who are not  "interested  persons" of the
Fund (as  defined  in the 1940  Act) to audit the  accounts  of the Fund for and
during 2002.  This firm served as independent  accountants of the Fund for 2001.
The Board does not know of any direct or indirect  financial  interest of PWC in
the Fund.

A  representative  of  PWC  will  be  present  at the  Meeting,  will  have  the
opportunity to make a statement if he desires to do so, and will be available to
answer questions.

In 2001, PWC performed various professional services for the Fund, including the
examination of the financial  statements of the Fund for that year. PWC has also
been engaged to assist with the preparation of corporate tax returns for 2001.

The Audit  Committee of the Board of Directors  recommended the selection of PWC
as independent accountants for 2002 and approved and ratified both the audit and
non-audit  services  provided by the firm and the related  fees.  The  Committee
considered the possible effect of the non-audit  services on the independence of
PWC and concluded there was no effect upon their independence.

During the year ended  December 31, 2001,  PWC billed the Fund,  the  Investment
Adviser and any entity  controlling,  controlled by or under common control with
the Investment Adviser that provides services to the Fund as follows:

--------------------------------------------------------------------------------
                                                                     US$
--------------------------------------------------------------------------------
Audit fees billed to the Fund                                    $    35,500
--------------------------------------------------------------------------------
Non-audit fees billed to the Fund (1)                            $     7,672
--------------------------------------------------------------------------------
Audit fees billed to the Fund's Investment Advisor               $     5,100
--------------------------------------------------------------------------------
Non-audit fees billed to the Fund's Investment Adviser           $         0
--------------------------------------------------------------------------------
                                                     Total       $    48,272
--------------------------------------------------------------------------------

(1)  Comprise  of $5,450  tax  service  fee paid to PWC and $2,222 tax agent fee
paid to PWC Taipei, an affiliate of the Fund's independent accountants.

There are no financial information systems design and implementation fees billed
by PWC to the Fund, its Investment Adviser or any entity controlling, controlled
by or under common control with the Investment Adviser that provides services to
the Fund.

The Audit Committee  considered  whether the provision of non-audit  services by
PWC is compatible with the maintenance of its independence.

                             THE INVESTMENT ADVISER

The Fund's Investment  Adviser is JF International  Management,  Inc., which was
incorporated  in the  British  Virgin  Islands in 1992 and is  registered  as an
investment adviser under the Investment  Advisers Act. The Investment  Adviser's
principal address is 47th Floor, Jardine House, 1 Connaught Place, Hong Kong.


                                THE ADMINISTRATOR

The Fund's  Administrator is PFPC Inc.,  whose address is 400 Bellevue  Parkway,
Wilmington, DE 19809.

                       DEADLINE FOR STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2003 Annual Meeting of the
Stockholders  of the Fund must be received by November 15, 2002,  to be included
in the Proxy Statement.  A Stockholder  seeking to have a proposal considered at
the 2003 Annual Meeting where the proposal is not received by November 15, 2002,
should notify the

                                       7


Fund no later than  January 31,  2003.  If notice is not received by January 31,
2003, then the persons appointed as proxies may vote on the proposal as they see
fit  notwithstanding  that stockholders have not been advised of the proposal in
the Proxy Statement.  Any proposal  submitted by stockholders must comply in all
respects with the following: (1) the rules and regulations of the Securities and
Exchange   Commission;   (2)  the  provisions  of  the  Fund's   Certificate  of
Incorporation and Bylaws; and (3) Maryland law. The Fund expects the 2003 Annual
Meeting will be held in May of 2003.

                                  OTHER MATTERS

The Board of Directors of the Fund knows of no other matters to be presented for
action at the Meeting other than those mentioned  above;  however,  if any other
matters properly come before the Meeting,  it is intended that the persons named
in the  accompanying  proxy will vote on such other matters in  accordance  with
their judgment of the best interests of the Fund.

All  proxies  received  will be voted in  favor of all of the  proposals  unless
otherwise directed therein.

THE  COMPANY  WILL  FURNISH,  WITHOUT  CHARGE,  COPIES OF THE  ANNUAL  REPORT TO
STOCKHOLDERS  UPON  REQUEST.  REQUESTS  FOR  COPIES  OF SUCH  REPORTS  SHOULD BE
DIRECTED TO:

EquiServe Trust Company, N.A.
P.O. Box 8200
Boston, MA 02266-8200
800-426-5523

                                                                     JFCRM-PS-02


                                       8



                                    EXHIBIT A
                                    ---------
                     JARDINE FLEMING CHINA REGION FUND, INC.
                             AUDIT COMMITTEE CHARTER

The Audit  Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Fund, (2) the compliance by
the Fund with legal and regulatory  requirements  and (3) the  independence  and
performance of the Fund's external accountants.

The Audit  Committee shall consist of at least three  directors.  The members of
the Audit Committee shall meet the independence  and experience  requirements of
the New York  Stock  Exchange.  The  members  of the  Audit  Committee  shall be
appointed by the Board.

The Audit Committee shall have the authority to retain special legal, accounting
or other  consultants to advise the Committee.  The Audit  Committee may request
any officer or employee of the Fund or the Fund's outside counsel or independent
accountant  to attend a meeting of the Committee or to meet with any members of,
or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1.   Review and reassess the adequacy of this Charter annually and recommend any
     proposed changes to the Board for approval.

2.   Review the annual audited  financial  statements  with the Fund's  manager,
     including  major issues  regarding  accounting and auditing  principles and
     practices  as  well  as  the  adequacy  of  internal  controls  that  could
     significantly affect the Fund's financial statements.

3.   Review an  analysis  prepared  by the Fund's  manager  and the  independent
     accountant of significant  financial reporting issues and judgments made in
     connection with the preparation of the Fund's financial statements.

4.   Review with the Fund's  manager and the  independent  accountant the Fund's
     annual financial statements prior to the filing of its Form N-SAR.

5.   Review major changes to the Fund's  auditing and accounting  principles and
     practices as suggested by the independent accountant or the Fund's manager.

6.   Recommend to the Board the appointment of the independent accountant, which
     independent accountant is ultimately accountable to the Audit Committee and
     the Board.

7.   Recommend to the Board the fees to be paid to the independent accountant.

8.   Receive  periodic formal written  reports from the  independent  accountant
     regarding the accountant's  independence and delineating all  relationships
     between  the  accountant  and the  Fund,  discuss  such  reports  with  the
     accountant, and if so determined by the Audit Committee, recommend that the
     Board take appropriate  action to satisfy itself of the independence of the
     accountant.

9.   Evaluate  together  with  the  Board  the  performance  of the  independent
     accountant and, if so determined by the Audit Committee, recommend that the
     Board replace the independent accountant.

10.  Confer with the independent  accountant prior to the audit the planning and
     staffing of the audit.

11.  Obtain from the  independent  accountant  assurance that Section 10A of the
     Securities Exchange Act of 1934 has not been implicated.


                                       9




12.  Discuss  with  the  independent  accountant  the  matters  required  to  be
     discussed by Statement on Auditing Standards No. 61 relating to the conduct
     of the audit.

13.  Review with the  independent  accountant any problems or  difficulties  the
     accountant may have  encountered and any management  letter provided by the
     accountant  and the Fund's  response to that  letter.  Such  review  should
     include  any  difficulties  encountered  in the  course of the audit  work,
     including any restrictions on the scope of activities or access to required
     information.

14.  Prepare the report  required by the rules of the  Securities  and  Exchange
     Commission to be included in the Fund's annual proxy statement.

15.  Advise the Board with respect to the Fund's Code of Ethics.

16.  Review  with the  Fund's  counsel  legal  matters  that may have a material
     impact on the financial statements.

17.  Confer at least  annually with the  independent  accountant in an executive
     session.

While the Audit Committee has the  responsibilities and powers set forth in this
Charter,  it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Fund's financial  statements are complete and accurate and
are in accordance with generally  accepted  accounting  principles.  This is the
responsibility of the Fund's manager and the independent  accountant.  Nor is it
the  duty  of  the  Audit  Committee  to  conduct  investigations,   to  resolve
disagreements, if any, between the Fund's manager and the independent accountant
or to assure compliance with laws and regulations and the Fund's Code of Ethics.


                                       10



                     JARDINE FLEMING CHINA REGION FUND, INC.

Dear Stockholder,

Please take note of the important  information  enclosed with this Proxy Ballot.
There are two issues  related to the  management and operation of your Fund that
requires your immediate attention and approval.  They are discussed in detail in
the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please  mark the box on this  proxy card to  indicate  how your  shares  will be
voted.  Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the Annual Meeting of  Stockholders,  May 9,
2002.

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

Sincerely,

Jardine Fleming China Region Fund, Inc.


                                       11





[X]  PLEASE MARK VOTE
     AS IN THIS EXAMPLE



-----------------------------------------
                                          
JARDINE FLEMING CHINA REGION FUND, INC.      THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
-----------------------------------------
                                             "FOR" PROPOSAL l.

                                             1    Election of Director          Withhold      For

                                             (01)     Julian M. I. Reid            [ ]        [ ]

                                             2    To amend the Fund's investment policies to require
                                                  the Fund under normal conditions to invest at
                                                  least 80% of its total assets in equity securities
                                                  issued either by China Region companies or China
                                                  Region associated companies and at least 65% of
                                                  its total assets in equity securities issued by China
                                                  Region companies.


                                                                                Withhold      For

                                                                                   [ ]        [ ]

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

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


Stockholder sign here_____________________________            Co-owner sign here_______________________________
------------------------------------------------------------- ----------------------------------------------------


                                       12



                     JARDINE FLEMING CHINA REGION FUND, INC.

               Proxy Solicited On Behalf Of The Board Of Directors

THE  UNDERSIGNED  STOCKHOLDER  of Jardine  Fleming China Region Fund,  Inc. (the
"Fund") hereby appoints John P. Falco and JoAnne Bennick,  and each of them, the
lawful  attorneys and proxies of the undersigned with full power of substitution
to vote, as designated  below,  all shares of Common Stock of the Fund which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on  Thursday,  May 9, 2002,  at 10:00  a.m.,  at One Liberty  Plaza,  39th Floor
Conference  Center,  New York, New York 10006,  and at any and all  adjournments
thereof with respect to the matters set forth below and  described in the Notice
of Annual Meeting and Proxy Statement  dated April 8, 2002,  receipt of which is
hereby acknowledged, and any other matters arising before such Annual Meeting or
any adjournment thereof.

Properly  executed  proxies  will be voted (or the vote on such  matters will be
withheld on specific matters) in accordance with  instructions  appearing on the
proxy.  In the absence of specific  instructions,  proxies will be voted FOR the
election  of the  nominee  as  director,  FOR the  proposal  to amend the Fund's
investment  policies and in the best  discretion of the  proxyholders  as to any
other  matters.  Please refer to the Proxy  Statement  for a  discussion  of the
proposal.

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

PLEASE  VOTE,  DATE AND SIGN ON REVERSE  AND  RETURN  PROMPTLY  IN THE  ENCLOSED
ENVELOPE.

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

Please sign exactly as name(s) appear(s)  hereon.  When shares are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full  corporate  name by president  or other  authorized  officer.  If a
partnership, please sign in partnership name by authorized person.




                                                           
HAS YOUR ADDRESS CHANGED?                                     DO YOU HAVE ANY COMMENTS?

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                                       13