-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PQrBSYVloI5tzRKAqZ5rc1JQbZLQOaI/a0fvIImiv0ugYzWkDPEns+6IT/DoFuSQ gGw4CiC/FxTk6LS3p5+wGA== 0000898430-96-000064.txt : 19960111 0000898430-96-000064.hdr.sgml : 19960111 ACCESSION NUMBER: 0000898430-96-000064 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960220 FILED AS OF DATE: 19960109 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON CHINA WORLD FUND INC CENTRAL INDEX KEY: 0000909226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 593192206 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07876 FILM NUMBER: 96502145 BUSINESS ADDRESS: STREET 1: BROWARD FINANCIAL CENTRE STREET 2: 500 EAST BROWARD BLVD STE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394-3091 BUSINESS PHONE: 3055277500 MAIL ADDRESS: STREET 1: 500 EAST BROWARD BLVD SUITE 2100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 DEF 14A 1 DEFINITIVE PROXY MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 TEMPLETON CHINA WORLD FUND - -------------------------------------------------------------------------------- (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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [_] 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: ------------------------------------------------------------------------- Notes: [LOGO OF FRANKLIN TEMPLETON] TEMPLETON CHINA WORLD FUND, INC. 700 Central Avenue, St. Petersburg, Florida 33701-3628 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 20, 1996 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Templeton China World Fund, Inc. (the "Fund"), will be held at the Fund's offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628 on Tuesday, February 20, 1996 at 10:00 A.M. (Eastern Standard Time) for the following purposes: I. To elect five Directors of the Fund to hold office for the terms specified and until their successors are elected and qualified. II. To ratify or reject the selection of McGladrey & Pullen, LLP as independent public accountants of the Fund for the fiscal year ending August 31, 1996. III. To transact such other business as may properly come before the Annual Meeting. Every Shareholder of record as of the close of business on January 4, 1996 will be entitled to vote. By Order of the Board of Directors, Thomas M. Mistele, Secretary January 9, 1996 MANY SHAREHOLDERS HOLD SHARES IN MORE THAN ONE TEMPLETON FUND AND WILL HAVE RECEIVED PROXY MATERIAL FOR EACH FUND OWNED. PLEASE SIGN AND PROMPTLY RETURN EACH PROXY CARD IN THE SELF-ADDRESSED ENVELOPE THAT YOU RECEIVE REGARDLESS OF THE NUMBER OF SHARES YOU OWN. TEMPLETON CHINA WORLD FUND, INC. 700 Central Avenue, St. Petersburg, Florida 33701-3628 ---------------- PROXY STATEMENT SOLICITATION AND REVOCATION OF PROXIES This Proxy Statement and Notice of Annual Meeting with accompanying form of proxy are being mailed to Shareholders of Templeton China World Fund, Inc. (the "Fund") on or about January 9, 1995. THEY ARE BEING FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE DIRECTORS OF THE FUND FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 20, 1996, OR ANY ADJOURNMENT THEREOF. The report for the fiscal year ended August 31, 1995, including audited financial statements, will be provided without charge upon request. Such requests should be addressed to Franklin Templeton Investor Services, Inc., P.O. Box 33030, St. Petersburg, FL 33733-8030, or telephone 1-800/DIAL BEN. Shares represented by timely and properly executed proxies will be voted as specified. Executed proxies that are unmarked will be voted in favor of the nominees for Director and in favor of the proposals set forth in the attached Notice of Annual Meeting. A proxy may be revoked at any time prior to its use. In addition to revocation in any other manner permitted by law, a Shareholder may revoke the proxy by an instrument in writing executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal, by an officer or attorney thereof duly authorized, and deposited either at the office of the Fund at any time up to and including the last business day preceding the day of the Annual Meeting, or any adjournment thereof, or with the chairman of such meeting on the day of the Annual Meeting, or adjournment thereof. The cost of soliciting proxies in the accompanying form, including the fees of a proxy soliciting agent, will be borne by the Fund. In addition to solicitation by mail, proxies may be solicited by Directors, officers and regular employees and agents of the Fund without compensation therefor. The Fund will reimburse brokerage firms and others for their expenses in forwarding proxy material to the beneficial owners and soliciting them to execute the proxies. As of December 15, 1995, there were 20,383,772 Shares of the Fund outstanding. Each Share of record as of the close of business on January 4, 1996 will be entitled to one vote on all matters presented at the Annual Meeting. From time to time, the number of Shares held in "street name" accounts of various securities dealers for the benefit of their clients may exceed 5% of the total Shares outstanding. To the Fund's knowledge, there are no other entities holding beneficially or of record more than 5% of the Fund's outstanding Shares. As of December 15, 1995, the Fund had net assets of $239,034,974. 1 Shareholder proposals to be presented at the annual meeting in February, 1997 must be received at the Fund's office, 700 Central Avenue, St. Petersburg, Florida 33701-3628, no later than September 1, 1996. GENERAL INFORMATION The Investment Manager of the Fund is Templeton Asset Management Ltd. - Hong Kong Branch ("TAM" or the "Investment Manager") a Singapore corporation with offices located at Two Exchange Square, Hong Kong. Pursuant to an Investment Management Agreement dated October 30, 1992 and amended and restated as of September 9, 1993 and December 4, 1994, the Investment Manager manages the investment and reinvestment of Fund resources. The Investment Manager is an indirect wholly-owned subsidiary of Franklin Resources, Inc. ("Franklin"), a publicly owned holding company, the principal shareholders of which are Charles B. Johnson and Rupert H. Johnson, Jr., who own approximately 20.1% and 16%, respectively, of Franklin's outstanding shares. Franklin is primarily engaged, through various subsidiaries, in providing investment management, share distribution, transfer agent and administrative services to a family of investment companies. Templeton Global Investors, Inc. ("TGII" or the "Business Manager"), Broward Financial Centre, Suite 2100, Ft. Lauderdale, Florida 33394-3091, an indirect wholly-owned subsidiary of Franklin, performs certain administrative functions for the Fund pursuant to a Business Management Agreement. The Fund's Shares are listed on the New York Stock Exchange (symbol TCH). I. ELECTION OF DIRECTORS The Board of Directors of the Fund is divided into three classes, each class having a term of three years. Each year the term of office of one class will expire. Harris J. Ashton, S. Joseph Fortunato and Nicholas F. Brady have been nominated for three-year terms to expire at the 1999 Annual Meeting of Shareholders; John Wm. Galbraith has been nominated for a one-year term to expire at the 1997 Annual Meeting of Shareholders; and Charles B. Johnson has been nominated for a two-year term to expire at the 1998 Annual Meeting of Shareholders; such terms to continue until their successors have been duly elected and qualified. The persons named in the accompanying form of proxy intend to vote at the Annual Meeting (unless directed not to vote) in favor of the nominees named below. All of the nominees are currently members of the Board of Directors of the Fund. In addition, all Directors and nominees are also directors or trustees of other investment companies in the Franklin Templeton Group. All of the nominees listed below are available and have consented to serve if elected. If any of the nominees should not be available, the persons named in the proxy will vote in their discretion for another person or other persons who may be nominated as Directors. 2 The following table provides information concerning each continuing Director of the Fund and each nominee for election as a Director:
SHARES OWNED BENEFICIALLY AND % NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OF TOTAL OUTSTANDING OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE AS OF DECEMBER 15, 1995 --------------------- ------------------------------ -------- ----------------------- NOMINEES TO SERVE UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS: HARRIS J. ASHTON Chairman of the board, 1993 -0- Metro Center, president and chief 1 Station Place executive officer of Stamford, Connecticut General Host DIRECTOR Corporation (nursery and craft centers); director of RBC Holdings (U.S.A.) Inc. (bank holding company) and Bar-S Foods. Age 63. S. JOSEPH FORTUNATO Member of the law firm 1993 100(**) 200 Campus Drive of Pitney, Hardin, Kipp Florham Park, New Jersey & Szuch; director of DIRECTOR General Host Corporation (nursery and craft centers). Age 63. NICHOLAS F. BRADY* Chairman, Templeton 1993 -0- 102 East Dover Street Emerging Markets Easton, Maryland Investment Trust PLC; DIRECTOR chairman, Templeton Latin American Investment Trust PLC; chairman of Darby Overseas Investments, Ltd. (an investment firm), (1994-present); director of the Amerada Hess Corporation, Capital Cities/ABC, Inc., Christiana Companies and the H.J. Heinz Company; Secretary of the United States Department of the Treasury (1988- January 1993); chairman of the board of Dillon, Read & Co. Inc. (investment banking) prior thereto. Age 65. DIRECTORS SERVING UNTIL 1998 ANNUAL MEETING OF SHAREHOLDERS: F. BRUCE CLARKE Retired; former credit 1993 151(**) 19 Vista View Blvd. adviser, National Bank Thornhill, Ontario of Canada, Toronto. Age DIRECTOR 85. ANDREW H. HINES, JR. Consultant, Triangle 1993 1,086(**) 150 2nd Avenue N. Consulting Group; St. Petersburg, Florida chairman of the board DIRECTOR and chief executive officer of Florida Progress Corporation (1982-February, 1990) and director of various of its subsidiaries; chairman and director of Precise Power Corporation; Executive- In-Residence of Eckerd College (1991-present); director of Checkers Drive-In Restaurants, Inc. Age 72.
3
SHARES OWNED BENEFICIALLY AND % NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OF TOTAL OUTSTANDING OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE AS OF DECEMBER 15, 1995 --------------------- ------------------------------ -------- ----------------------- CHARLES E. JOHNSON* Senior vice president 1993 -0- 500 E. Broward Blvd. and director of Ft. Lauderdale, Florida Franklin Resources, DIRECTOR AND VICE Inc.; senior vice PRESIDENT president of Franklin Templeton Distributors, Inc.; president and director of Franklin Institutional Services Corporation and Templeton Worldwide, Inc.; chairman of the board of Templeton Investment Counsel, Inc.; vice president and/or director, as the case may be, for some of the subsidiaries of Franklin Resources, Inc. Age 40. NOMINEE TO SERVE UNTIL 1998 ANNUAL MEETING OF SHAREHOLDERS: CHARLES B. JOHNSON* President and director 1993 -0- 777 Mariners Island Blvd. of Franklin Resources, San Mateo, California Inc.; chairman of the DIRECTOR AND VICE board and director of PRESIDENT Franklin Advisers, Inc. and Franklin Templeton Distributors, Inc.; director of General Host Corporation (nursery and craft centers) and Templeton Global Investors, Inc.; officer and/or director, trustee or managing general partner, as the case may be, of most other subsidiaries of Franklin Resources, Inc. Age 63. DIRECTORS SERVING UNTIL 1997 ANNUAL MEETING OF SHAREHOLDERS: FRED R. MILLSAPS Manager of personal 1993 549(**) 2665 NE 37th Drive investments (1978- Ft. Lauderdale, Florida present); chairman and DIRECTOR chief executive officer of Landmark Banking Corporation (1969-1978); financial vice president of Florida Power and Light (1965-1969); vice president of The Federal Reserve Bank of Atlanta (1958- 1965); director of various other business and nonprofit organizations. Age 66.
4
SHARES OWNED BENEFICIALLY AND % NAME, ADDRESS AND PRINCIPAL OCCUPATION DIRECTOR OF TOTAL OUTSTANDING OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE SINCE AS OF DECEMBER 15, 1995 --------------------- ------------------------------ -------- ----------------------- GORDON S. MACKLIN Chairman of White River 1993 2,000(**) 2812 Burning Tree Road Corporation Bethesda, Maryland (information DIRECTOR services); director of Fund America Enterprises Holdings, Inc., Lockheed Martin Corporation, MCI Communications Corporation, Fusion Systems Corporation, Infovest Corporation, Inc. and Medimmune, Inc.; formerly chairman of Hambrecht and Quist Group; director of H&Q Healthcare Investors; and president of the National Association of Securities Dealers, Inc. Age 67. BETTY P. KRAHMER Director or trustee of 1993 1,102(**) 2201 Kentmere Parkway various civic Wilmington, Delaware associations; former DIRECTOR economic analyst, U.S. Government. Age 66. NOMINEE TO SERVE UNTIL 1997 ANNUAL MEETING OF SHAREHOLDERS: JOHN Wm. GALBRAITH President of Galbraith 1995 1,559(**) Properties, Inc. (personal investment company); director of Gulfwest Banks, Inc. (bank holding company) (1995-present) and Mercantile Bank (1991- present); vice chairman of Templeton, Galbraith & Hansberger Ltd. (1986-1992); chairman of Templeton Funds Management, Inc. (1974-1991). Age 73.
- -------- * Messrs. Charles B. Johnson, Charles E. Johnson, and Nicholas F. Brady are "interested persons" of the Fund as that term is defined in the Investment Company Act of 1940. Mr. Brady and Franklin Resources are both limited partners of Darby Overseas Partners, L.P. ("Darby Overseas"). Mr. Brady established Darby Overseas in February 1994, and is Chairman and a shareholder of the corporate general partner of Darby Overseas. In addition, Darby Overseas and Templeton Global Advisors Limited are limited partners of Darby Emerging Markets Fund, L.P. Mrs. Krahmer and Messrs. Clarke, Hines, Galbraith, Ashton, Fortunato, Macklin and Millsaps are not "interested persons" of the Fund. ** Less than 0.01%. 5 REMUNERATION OF DIRECTORS AND OFFICERS Each fund in the Templeton Family of Funds pays its independent directors/ trustees and Mr. Brady an annual retainer and/or fees for attendance at board and committee meetings, the amount of which is based on the level of assets in the fund. Accordingly, the Fund pays the independent Directors and Mr. Brady an annual retainer of $2,500 and a fee of $200 per meeting of the Board and its committees attended. Directors are reimbursed for any expenses incurred in attending meetings. The direct aggregate and total remuneration (including reimbursements of such expenses) paid to all Directors as a group for the fiscal year ended August 31, 1995, under the Director compensation arrangement then in effect was $38,463. The Investment Manager and its affiliates pay the salaries and expenses of the Fund's officers. No pension or retirement benefits are accrued as part of Fund expenses. The following table shows the total compensation paid to the independent Directors and Mr. Brady by the Fund and by all investment companies in the Franklin Templeton Group:
NUMBER OF FRANKLIN TOTAL COMPENSATION FROM AGGREGATE COMPENSATION TEMPLETON FUND BOARDS ALL FUNDS IN FRANKLIN NAME OF DIRECTOR FROM THE FUND* ON WHICH DIRECTOR SERVES TEMPLETON GROUP** ---------------- ---------------------- ------------------------ ----------------------- Harris J. Ashton........ $3,475 56 $327,925 Nicholas F. Brady....... 3,475 24 98,225 F. Bruce Clarke......... 4,363 20 83,350 S. Joseph Fortunato..... 3,475 58 344,745 John Wm. Galbraith...... 825 23 70,100 Andrew H. Hines, Jr. ... 4,363 24 106,325 Betty P. Krahmer........ 3,475 24 93,475 Gordon S. Macklin....... 3,475 53 321,525 Fred R. Millsaps........ 4,363 24 104,325
- -------- * For the fiscal year ended August 31, 1995. **For the calendar year ended December 31, 1995. Certain officers of the Fund are shareholders of Franklin Resources, Inc. and may be deemed to receive indirect remuneration by virtue of their participation in the management fees and other fees received from the Franklin Templeton Group by the Investment Manager and its affiliates. There are no family relationships among any of the Directors or nominees for Directors, except that Charles E. Johnson is the son of Charles B. Johnson. Under the securities laws of the United States, the Fund's Directors, its officers, and any persons holding more than ten percent of the Fund's Shares, as well as affiliated persons of the Investment Manager, are required to report their ownership of the Fund's Shares and any changes in that ownership to the Securities and Exchange Commission (the "Commission") and the New York Stock Exchange. Specific due dates for these reports have been established and the Fund is required to report in this Proxy Statement any failure to file by these dates during the fiscal year ended August 31, 1995. All of these filing requirements were satisfied except the Initial Statement of Beneficial Ownership of Securities filed on behalf of the Investment Manager and certain of its 6 affiliates, which were inadvertently filed late. In making these statements, the Fund has relied on the written representations of the persons affected and copies of the reports that they have filed with the Commission. The Fund has a standing Audit Committee consisting of Messrs. Millsaps, Clarke, Hines and Galbraith, all of whom are Directors and not interested persons of the Fund. The Audit Committee reviews both the audit and nonaudit work of the Fund's independent public accountants, submits a recommendation to the Board of Directors as to the selection of independent public accountants, and reviews generally the maintenance of the Fund's records and the safekeeping arrangements of the Fund's custodian. The Board has established a Nominating and Compensation Committee consisting of Messrs. Hines and Macklin. The Nominating and Compensation Committee is responsible for the selection, nomination for appointment and election of candidates to serve as independent Directors of the Fund. The Nominating and Compensation Committee will review Shareholders' nominations to fill vacancies on the Board, if such nominations are in writing and addressed to the Committee at the Fund's headquarters. However, the Committee expects to be able to identify from its own resources an ample number of qualified candidates. During the fiscal year ended August 31, 1995, there were four meetings of the Board of Directors, one meeting of the Audit Committee and three meetings of the Nominating and Compensation Committee. Each of the Directors then in office attended at least 75% of the total number of meetings of the Board of Directors throughout the period. There was 100% attendance at the meetings of the Audit Committee and the Nominating and Compensation Committee. As of December 15, 1995, the Directors and officers of the Fund as a group owned 6,547 Shares or less than 1% of the Fund's outstanding Shares. EXECUTIVE OFFICERS OF FUND Officers of the Fund are appointed by the Directors and serve at the pleasure of the Board. The executive officers are:
NAME, ADDRESSES AND PRINCIPAL OCCUPATION OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE --------------------- ------------------------------ CHARLES B. JOHNSON.......... As shown under Proposal 1, "Election of 777 Mariners Island Blvd. Directors" San Mateo, CA Chairman since 1995 and Vice president since 1993 J. MARK MOBIUS.............. Managing director of TAM; portfolio Two Exchange Square manager for various Templeton advisory Hong Kong affiliates; president of International President Investment Trust Company Limited since 1993 (investment manager of Taiwan R.O.C. fund) (1986-1987); director of Vickers da Costa, Hong Kong (1983-1986). Age 59.
7
NAME, ADDRESS AND PRINCIPAL OCCUPATION OFFICES WITH THE FUND DURING PAST FIVE YEARS AND AGE --------------------- ------------------------------ MARK G. HOLOWESKO........... President and director of Templeton Global Lyford Cay Advisors Limited; chief investment Nassau, Bahamas officer of the global equity group for Vice president Templeton Worldwide, Inc.; president or since 1993 vice president of other Templeton Funds; investment administrator with Roy West Trust Corporation (Bahamas) Limited (1984-1985). Age 35. MARTIN L. FLANAGAN.......... Senior vice president, treasurer and chief 777 Mariners Island Blvd. financial officer of Franklin Resources, San Mateo, CA Inc.; director and executive vice Vice president president of TICI; director, chairman, since 1993 president, and chief executive officer of TGII; director or trustee and president or vice president of various Templeton Funds; accountant with Arthur Andersen & Company (1982-1983); and a member of the International Society of Financial Analysts and the American Institute of Certified Public Accountants. Age 35. JOHN R. KAY................. Vice president of the Templeton Funds; 500 East Broward Blvd. vice president and treasurer of TGII and Fort Lauderdale, FL Templeton Worldwide, Inc.; assistant vice Vice president president of Franklin Templeton since 1994 Distributors, Inc.; formerly, vice president and controller of the Keystone Group, Inc. Age 55. JAMES R. BAIO............... Treasurer of the Templeton Funds; senior 500 East Broward Blvd. vice president of Templeton Worldwide, Fort Lauderdale, FL Inc., TGII and Templeton Funds Trust Treasurer Company; senior tax manager of Ernst & since 1994 Young (certified public accountants) (1977-1989). Age 41. THOMAS M. MISTELE........... Senior vice president of TGII; vice 700 Central Avenue president of Franklin Templeton St. Petersburg, FL Distributors, Inc.; Secretary of the Secretary Templeton Funds; attorney, Dechert Price since 1993 & Rhoads (1985-1988) and Freehill, Hollingdale & Page (1988); judicial clerk, U.S. District Court (Eastern district of Virginia) (1984-1985). Age 42.
8 II. RATIFICATION OR REJECTION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS McGladrey & Pullen, LLP, 555 Fifth Avenue, New York, New York 10017, have been the independent public accountants for the Fund since its inception in September, 1993, and have examined the Fund's financial statements for the fiscal year ended August 31, 1995, and in connection therewith have reported on the financial statements of the Fund and reviewed certain filings of the Fund with the Securities and Exchange Commission. At a meeting held on October 21, 1995, upon recommendation of the Audit Committee, the Board of Directors, including a majority of those Directors who are not interested persons of the Fund, selected McGladrey & Pullen, LLP as independent public accountants for the Fund for the fiscal year ending August 31, 1996, subject to ratification by the Shareholders at the Annual Meeting. The Fund is advised that neither the firm of McGladrey & Pullen, LLP nor any of its members have any material direct or indirect financial interest in the Fund. Representatives of McGladrey & Pullen, LLP are not expected to be present at the Annual Meeting, but have been given the opportunity to make a statement if they so desire, and will be available should any matter arise requiring their presence. The Board of Directors recommends that the Shareholders vote in favor of ratifying the selection of McGladrey & Pullen, LLP as independent public accountants for the Fund for the fiscal year ending August 31, 1996. III. OTHER BUSINESS The Board of Directors knows of no other business to be presented at the Annual Meeting. If any additional matters should be properly presented, the enclosed proxy will be voted in accordance with the judgment of the persons named in the proxy. ADJOURNMENT In the event that sufficient votes in favor of the proposals set forth in the Notice of Annual Meeting and Proxy Statement are not received by the time scheduled for the Annual Meeting, the persons named as proxies may move one or more adjournments of the Annual Meeting to permit further solicitation of proxies with respect to any such proposals. Any such adjournment will require the affirmative vote of a majority of the Shares present at the Annual Meeting. The persons named as proxies will vote in favor of such adjournment those Shares which they are entitled to vote which voted in favor of such proposals. They will vote against such adjournment those proxies required to be voted against such proposals. 9 VOTES REQUIRED The presence in person or by proxy of the holders of a majority of the outstanding Shares is required to constitute a quorum at the Annual Meeting. The election of Directors, as set forth in Proposal I, will require the affirmative vote of the holders of a plurality of the Fund's Shares present at the meeting. Ratification of the selection of the independent public accountants, as set forth in Proposal II, will require the affirmative vote of the holders of a majority of the Fund's Shares present at the meeting. If the accompanying form of proxy is executed properly and returned, Shares represented by it will be voted at the meeting in accordance with the instructions on the proxy. However, if no instructions are specified, Shares will be voted in favor of the Directors named in Proposal I and in favor of Proposal II. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" will be treated as Shares that are present but have not been voted. For this reason, abstentions and broker "non-votes" will have the effect of "no" votes for purposes of obtaining approval of Proposal I and Proposal II. YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. By Order of the Board of Directors, Thomas M. Mistele, Secretary January 9, 1996 10 TEMPLETON CHINA WORLD FUND, INC. ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 20, 1996 PLEASE VOTE PROMPTLY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints THOMAS M. MISTELE, JAMES R. BAIO and JOHN R. KAY, and each of them, with full power of substitution, as proxies to vote for and in the name, place, and stead of the undersigned at the Annual Meeting of Shareholders of Templeton China World Fund, Inc. (the "Fund"), to be held at the Fund's offices, 700 Central Avenue, St. Petersburg, Florida 33701-3628 on Tuesday, February 20, 1996 at 10:00 a.m. EDT, and any adjournment thereof, according to the number of votes and as fully as if personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER (OR NOT VOTED) AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR IN ITEM 1, AND IN FAVOR OF ITEM 2, AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO ITEM 3. - ---------------------------------------------------- -----------, 1996 SIGNATURE(S) DATE PLEASE SIGN THIS PROXY AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF MORE THAN ONE OWNER IS REGISTERED AS SUCH, ALL MUST SIGN. IF SIGNING AS ATTORNEY, EXECUTOR, TRUSTEE OR ANY OTHER REPRESENTATIVE CAPACITY, OR AS A CORPORATE OFFICER, PLEASE GIVE FULL TITLE. (Continued on other side) FOLD AND DETACH HERE Please mark boxes ____ or X in blue or black ink. --- I plan to attend meeting _______ The Board of Directors Recommends a vote FOR items 1 and 3. Item 1-Election of Directors FOR all nominees WITHHOLD Nominees: Harris J. Ashton, S. Joseph listed (except as AUTHORITY Fortunato, Nicholas F. Brady, John Wm. marked below) to vote for Galbraith and Charles B. Johnson. all nominees listed -------- -------- To withhold authority to vote for any individual nominee, write that nominee's names on the line below. -------------------------------------- Item 2-Ratification of the selection Item 3-In their discretion, the of McGladrey & Pullen, LLP, as Proxyholders are authorized to independent public accountants for vote on any such other matters the Fund for the fiscal year ending which may legally come before the August 31, 1996. Meeting and any adjournment thereof. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN ___ ____ _______ ____ ____ ------ (CONTINUED, AND TO BE SIGNED, ON OTHER SIDE) FOLD AND DETACH HERE -----END PRIVACY-ENHANCED MESSAGE-----