SCHEDULE 14A
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 (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
World Information Technology, Inc
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(Name of Registrant as Specified in Its Charter)
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(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:
- -----------------------------------------------------------------------------
(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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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(3) Filing Party:
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(4) Date Filed:
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WORLD INFORMATION TECHNOLOGY, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
AUGUST 12, 2003
----------------------------------------
TO THE SHAREHOLDERS OF WORLD INFORMATION TECHNOLOGY, INC.:
The 2003 Annual Meeting of Shareholders of World Information Technology,
Inc. will be held at 10:30 a.m. local time on August 12, 2003, at our
corporate offices located at 2300 W. Sahara Ave. Suite 500-B, Las Vegas,
Nevada 89102. The following notice of meeting identifies each business
items for your action. These items and the vote the Board of Directors
recommends are:
ITEM RECOMMENDED VOTE
---- ----------------
1. Forward Split the Common Stock two-for-one FOR
2. To set the number of Board of Directors members at eight FOR
3. Election of six Directors FOR
4. Ratification of Beckstead and Watts, LLP as independent auditors FOR
Only shareholders of record shown on the books of the Company at the close
of business on July 23, 2003 will be entitled to vote at the meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on
all matters to be voted on at the meeting.
You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, please sign, date and return your proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing
and returning your proxy will help avoid further solicitation expense to the
Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.
/s/ Hsueh Chu Lin
-----------------------
Chairman of the Board
Chief Executive Officer
Dated: July 23, 2003
Las Vegas, Nevada
1
WORLD INFORMATION TECHNOLOGY, INC.
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 12, 2003
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INTRODUCTION
Your proxy is solicited by the Board of Directors of World Information
Technology, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held on August 12, 2003, and at any adjournment
thereof, for the purposes set forth in the attached Notice of Annual
Meeting.
The cost of soliciting Proxies, including preparing assembling and mailing
the Proxies and soliciting material, will be borne by the Company. Directors,
officers, and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally, by telephone or
electronic communication including facsimile and electronic mail.
Any shareholder giving a Proxy may revoke it at any time prior to its use
at the Meeting by giving written notice of such revocation to the Secretary or
other officer of the Company or by filing a new written proxy with an officer
of the Company. Personal attendance at the Meeting is not, by itself,
sufficient to revoke a Proxy unless written notice of the revocation or a
subsequent Proxy is delivered to an officer before the revoked or superseded
Proxy is used at the Meeting.
Proxies not revoked will be voted in accordance with the choice specified
by means of the ballot provided on the proxy for that purpose. Proxies which
are signed but which lack any such specification will, subject to the
following, be voted in favor of the proposals set forth in the Notice of the
Meeting and in favor of the number and slate of directors proposed by the
Board of Directors and listed herein. If a shareholder abstains from voting
as to any matter, then the shares held by such shareholder shall be deemed
present at the Meeting for purposes of determining a quorum and for purposes
of calculating the vote with respect to such matter, but shall not be deemed
to have been voted in favor of such matter. Abstentions, therefore, as to any
proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instruction by
the beneficial holder of the shares and lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the Meeting for purposes of
determining a quorum but shall not be deemed to be represented at the Meeting
for purposes of calculating the vote required for approval of such matter.
The mailing address of the Company's principal executive office is 2300 W.
Sahara Ave. Suite 500-B, Las Vegas, Nevada 89102. The Company expects that
this Proxy Statement and the related Proxy and Notice of the Annual Meeting
will first be mailed to the shareholders on or about July 24, 2003.
2
VOTING RIGHTS AND REQUIREMENTS
VOTING SECURITIES
The Board of Directors of the Company has fixed July 23, 2003 as the record
date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on June 30, 2003, 17,405,524
shares of the Company's Common Stock, par value $0.01 per share, were issued
and outstanding. Such Common Stock is the only outstanding class of stock of
the Company. Each share of Common Stock is entitled to one vote. Holders of
the Common Stock are not entitled to cumulative voting rights in the election
of directors.
QUORUM
The presence at the special meeting of the holders of a number of shares of
our common stock, and proxies representing the right to vote shares of our
common stock, in excess of one-half of the number of shares of our common
shares outstanding as of the record date will constitute a quorum for
transacting business.
VOTE REQUIRED
We are required to obtain the affirmative vote of at least a majority of
the voting shares that are present or represented at the meeting in order
to effect the shareholder approvals described herein.
BOARD RECOMMENDATIONS - INSIDERS' INTENT TO VOTE IN FAVOR
Our board has determined that approval of the increase in board members, the
approval of new board members, the two-for-one forward stock split, and the
ratification of the Company's auditor are in the best interests of the
company and our shareholders. Accordingly, the board has unanimously
approved the proposals and recommends that the shareholders who choose to
attend the meeting vote in favor of these matters as well.
3
MATTERS TO BE ACTED UPON
THE FORWARD STOCK SPLIT
(PROPOSAL 1)
INTRODUCTION
On July 3, 2003, our board of directors approved a proposal to effect a
forward split of our common stock, subject to the approval of our
shareholders. The forward split, if approved, would subdivide our outstanding
common stock on a two-(2)-for-one-(1) basis. In other words, once the
forward split takes place, you will receive one additional share for each
share common stock you hold. Your percentage ownership in the company
and relative voting power will remain essentially unchanged. This proposal
requires the affirmative vote of the holders of a majority of the voting power
of the shares represented in person or by proxy at the Annual Meeting with
authority to vote on such matters, but not less than the affirmative vote of
8,702,763 shares.
REASONS FOR THE FORWARD SPLIT
We are hopeful that the forward split will encourage interest in our common
stock and possibly promote greater liquidity for our shareholders. Again,
however, we cannot guarantee that this will be the case or, indeed, that any
of the foregoing hoped-for effects will result from the forward split.
CERTAIN EFFECTS OF THE FORWARD SPLIT
The relative voting and other rights of holders of the common stock will not
be altered by the forward split, and each share of common stock will continue
to entitle its owner to one vote. As a result of the forward split, the
number of shares of common stock presently outstanding will be subdivided.
No fractional shares will be issued in connection with the forward split.
Instead, fractional shares will be rounded up and one whole share will be
issued.
The forward split will not affect the company's stockholders' equity as
reflected on our financial statements, except to change the number of issued
and outstanding shares of common stock.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Following is a summary of the material anticipated federal income tax
consequences of the proposed forward split. This summary is based upon
existing law which is subject to change by legislation, administrative action
and judicial decision, and is necessarily general. In addition, this summary
does not address any consequence of the forward split under any state, local
or foreign tax laws. Accordingly, this summary is not intended as tax advice
to any person or entity, and we advise you to consult with your own tax
advisor for more detailed information relating to your individual tax
circumstances.
4
We understand that the forward split will be a "recapitalization" under
applicable federal tax laws and regulations. As a result of such tax
treatment, no gain or loss should be recognized by the company or our
shareholders as a result of the forward split or the receipt of additional
shares resulting from the subdivision. A shareholder's aggregate tax basis
in his or her post-forward split shares should be the same as his or her
aggregate tax basis in the pre-forward split shares. In addition, the holding
period of the post-forward split shares received by such shareholder should
include the period during which the pre-forward split shares were held,
provided that all such shares were held as capital assets in the hands of
the shareholder at the time of the split.
EFFECTIVE DATE OF THE FORWARD SPLIT
If the proposal is approved by the shareholders, the forward split will
become effective within approximately ten (10) days following shareholder
approval.
DELIVERY OF CERTIFICATES
Once the forward split becomes effective, you will be required to surrender
your certificate(s) to Holladay Stock Transfer, Inc., 2939 North 67th Place,
Scottsdale, Arizona 85251 (Phone: 480-481-3940), our stock transfer agent.
Upon receipt of your surrendered shares, Holladay Stock Transfer, Inc., will
deliver to you a new certificate which represents the additional common shares
as a result of the two-for-one forward split. The Company will incur the
costs to cancel your old certificate(s) and issue new two-for-one forward split
stock certificates.
RIGHT TO ABANDON FORWARD SPLIT
Although we do not anticipate doing so, we may abandon the proposed forward
split at any time prior to its effectiveness if our board of directors
deems it advisable to do so. Any decision as to the appropriateness of the
forward split will be made solely by our board of directors and will depend
upon numerous factors including the future trading price of our stock, the
growth and development of our business and our financial condition and results
of operations.
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS A "FOR" VOTE IN FAVOR OF THE FORWARD STOCK SPLIT.
5
ELECTION OF DIRECTORS
(PROPOSALS 2 and 3)
GENERAL INFORMATION
The Board of Directors recommends that the number of directors be set at eight
(8). Under applicable Nevada law, approval of the proposal to set the number
of directors at eight, as well as the election of each nominee, requires the
affirmative vote of the holders of a majority of the voting power of the
shares represented in person or by proxy at the Annual Meeting with authority
to vote on such matters, but not less than the affirmative vote of 8,702,763
shares.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one
year and until his successor is duly elected and qualified. All of the
nominees are members of the present Board of Directors. If any of the
nominees should be unable to serve as a director by reason of death,
incapacity or other unexpected occurrence, the Proxies solicited by the Board
of Directors shall be voted by the proxy representatives for such substitute
nominee as is selected by the
Board, or, in the absence of such selection, for such fewer number of
directors as results from such death, incapacity or other unexpected
occurrence.
The following table provides certain information with respect to the
nominees for director.
CURRENT
POSITION(S) BOARD MEMBER
NAME OF NOMINEE AGE WITH COMPANY SINCE
- -------------- --- ------------ ------------
Hsueh Chu Lin 59 Director/CEO 2003
Yung Fen Cheng 49 Shareholder
Yu Yen Kuo 57 Shareholder
Wei Kuo Hsu Lin 45 Shareholder
Mei-Lin Shiu 27 Shareholder
Yu-Chi Cheng 30
6
Nominated Directors
- -------------------
Hsueh-Chu Lin
Taiwan Junior Naval Academy, Diploma in Electrical Engineering, 1962;
National Taiwan Ocean University, B.S. Electrical Engineering, 1973; Chinese
Navy Electrical Engineer, 1973-1984; Jyh-Sheng International Technology Co.,
Ltd. President, 1997-Present; Modern Worldwide Internet and Multimedia
Corporation Director, 1998-Present; Brilliance Worldwide Internet and
Multimedia Corporation Director, 1998-Present.
Yung-Fen Cheng
International Joyful Shopping Mall, President, 1998-Present
Yu-Yan Kuo
Computer Oriented Control and Company, Deputy General Manager, 1982-2000;
Top of Cloud Technology, Director, 1999-Present; Top of China Internet
Information Corporation, Director, 2000-Present.
Wei-Kuo Hsu Lin
Chinese Naval Academy, Graduated, 1980; Military Strategy University,
Graduated, 1981; Chinese Navy, Received Honorable Discharge, 1992; Jih Yueh
Sing Record Company, General Manager, 1992-1993; Kao Ming Broadcast Company,
Art Director, 1994-1996; Republic of China Copyright Association; Deputy
Chairman, 1996-2001; Jyh-Sheng International Technology Co., Ltd., Vice-
President, 1997-Present; Wenzhou People and Friends Association, Chairman,
1998-Present; Top of Cloud Technology Co., Ltd., Vice-President, 2000-Present.
Mei-Lin Shiu
Nantai Institute of Technology, B.S. Finance, 1997; Mao Import and Export
Co., Ltd., Accountant, 1993-1996; Third Trust Company of Taiwan; Manager,
1997-2000; World Information Technology (Taiwan), Deputy General Manager,
2000-Present.
Yu-Chi Cheng
Bao-Chen Construction Company, Taiwan, Sales Manager, 1990-1991; Taiwan
Life, District Manager, 1995-1996; Shu Bi Du Wa Restaurant, Manager, 1997-
1998; Pacific Life Co., Ltd., Assistant Manager, 2000-2001; Service Internet
Corporation, Manager, 2001-2002' Taiwan Consumer's Union, General Manager,
2001-2002.
7
REASONS FOR THE INCREASE IN BOARD MEMBERS TO EIGHT
The Company's Board plans to establish an independent Audit Committee which
will be responsible for reviewing the Company's internal control procedures,
the quarterly and annual financial statements of the Company, engaging and
evaluating the performance of the independent public accountants and reviewing
with the Company's independent public accountants the results of the annual
audit. The Audit Committee also is used to review potential conflict of
interest situations involving related party transactions. The board will
require two additional board openings to fill the independent audit committee
positions
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS A VOTE FOR TO INCREASE THE NUMBER OF BOARD SEATS TO
EIGHT, AND THE ELECTION OF ALL THE ABOVE NOMINEES.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 4)
Beckstead and Watts, LLP acted as the Company's independent auditors for the
quarter ended March 31, 2003. A representative of Beckstead and Watts, LLP is
expected to be present at the Annual Meeting of Shareholders, will have an
opportunity to make a statement if he or she desires to do so, and will be
available to respond to appropriate questions.
AUDIT AND RELATED FEES
AUDIT FEES. The aggregate fees billed by Beckstead and Watts, LLP for
professional services rendered for the audit of the Company's acquisition of
World Information Technology, Inc., a Taiwan Company and the first Quarter
2003 review of the financial statements included in the Company's Quarterly
Reports on Form 10-QSB were $25,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES.
The Company did not engage Beckstead and Watts, LLP to provide professional
services to the Company regarding financial information systems design and
implementation during the fiscal year ended December 31, 2002.
Approval of this proposal requires the affirmative vote of the majority of the
shares present in person or represented by proxy and entitled to vote at the
Annual Meeting.
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF BECKSTEAD
AND WATTS, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2003.
8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information with respect to
beneficial ownership of our stock as of June 30, 2003 by:
o persons known by us to be the beneficial owners of more
than five percent (5%) of our issued and outstanding
common or preferred stock;
o each of our executive officers and directors; and
o all of our officers and directors as a group.
The information provided does not give effect to the proposed forward
split.
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ------------------------------------ ---------------- ----------------
Modern Worldwide Internet
& Multimedia Corp.(2)(6) Shareholder 914,934 5.2%
JYN SHENG International
Technology Co., Ltd.(3) Shareholder 5,640,000 32.4%
Top of the Cloud
Technology Co., Ltd.(4) Shareholder 6,264,684 35.9%
Mei-Lin Shiu (5) Shareholder 2,000,000 11.5%
Nominated
Director
Hsueh-Chu Lin (6) Director/CEO 1,000 0
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TOTALS: 14,820,618 85.0%
All Executive Officers and
Directors as a Group (2 persons) 2,001,000 11.5%
(1) The percentages listed in this column are based upon 17,405,524
outstanding shares of common stock.
(2) Modern Worldwide Internet & Multimedia Corp., Hsueh-Chu Lin, Director
27Fl, No. 142, Jungshan Rd., Sanchung City, Taipei, Taiwan 241,
Republic of China. Mr. Hsueh-Chu Lin is also a Director and
and Chief Executive Officer of World Information Technology. See
footnote 6 below.
(3) JYN SENG International Technology Co., Ltd., Wei-Kuo Hsu Lin, Vice
General Manager, and nominated Board member for World Information
Technology, Inc. 16Fl., No. 176, Sec 2, Ishan Road, Shrlin Chiu, Taipei,
Taiwan 111, Republic of China.
(4) Top of the Cloud Technology Co., Ltd., Yu-Yan Kuo, control person and
nominated board member for World Information Technology, 5Fl, No. 19,
Lane, Mingde 1st Rd., Chidu Chiu, Keelung, Taiwan 206, Republic of China.
(5) Mei-Lin Shiu, Deputy General Manager World Info China, 16F Yuhang Plaza,
525 Schwan North Road, Shanghai, Republic of China and nominated Board
member for World Information Technology, Inc.
(6) Hsueh-Chu Lin, 12 Floor, No. 1-1 Chung Ching N. Road, Taipei, Taiwan,
Republic of China. He is also serves as President of World Info China.
9
CERTAIN TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
received by Mr. Hsueh-Chu Lin, who serves as its chief executive officer
for World Information Technology, Inc.
SUMMARY COMPENSATION TABLE
Name and Securities
Principal Position Year Salary Underlying Options
- ------------------ ---- ------ ------------------
Edward C. Zimmerman, III (1) 2002 $30,000 None
Former CEO
Hsueh-Chu Lin (2) 2002 None None
New CEO
(1) Former Chief Executive Officer
(2) Appointed to the position in April, 2003
STOCK OPTIONS.
- --------------
During the year ended December 31, 2002, the Company did have any stock option
plan in place.
EMPLOYEE PENSION, PROFIT SHARING OR OTHER RETIREMENT PLANS.
- -----------------------------------------------------------
The Company does not have a defined benefit, pension plan, profit sharing, or
other retirement plan.
10
COMPENSATION OF DIRECTORS.
- --------------------------
The Company does not pay a director's fee to its directors. In the Company's
sole discretion, the Company may issue stock options or warrants to its
directors. The company expects to institute a Directors fee program to its
Directors in 2003.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent
of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers,
directors, and greater than 10% shareholders ("Insiders") are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31,
2002, all Section 16(a) filing requirements applicable to insiders were
complied with.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
2003 Annual Meeting. If any other matter does properly come before the
Meeting, the appointees named in the Proxies will vote the Proxies in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at next year's 2004 Annual Meeting must be received
by the Company by February 25, 2004, to be includable in the Company's proxy
statement and related proxy for the 2004 Annual Meeting.
Also, if a shareholder proposal intended to be presented at the 2004 Annual
Meeting but not included in the Company's proxy statement and proxy is
received by the Company after May 12, 2004, then management named in the
Company's proxy form for the 2004 Annual Meeting will have discretionary
authority to vote the shares represented by such proxies on the shareholder
proposal, if presented at the meeting, without including information about the
proposal in the Company's proxy materials.
11
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 2002, including financial statements, accompanies
this Notice of Annual Meeting and Proxy Statement. No part of such report
is incorporated herein or is to be considered proxy-soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 TO ANY SHAREHOLDER
OF THE COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CORPORATE
SECRETARY, WORLD INFORMATION TECHNOLOGY, INC., 2300 W. SAHARA AVE. SUITE
500-B, LAS VEGAS, NEVADA 89102.
Dated: July 23, 2003
Las Vegas, Nevada
12
PROXY CARD
WORLD INFORMATION TECHNOLOGY, INC.
PROXY FOR ANNUAL MEETING TO BE HELD ON AUGUST 12, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Hsueh-Chu Lin, as proxy, with the power to
appoint his substitute, to represent and to vote all the shares of common
stock of World Information Technology, Inc. (the "Company"), which the
undersigned would be entitled to vote, at the Company's Annual Meeting of
Stockholders to be held on August 12, 2003 and at any adjournments thereof,
subject to the directions indicated on the reverse side hereof.
In their discretion, the proxy is authorized to vote upon any other matter
that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF
NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
IMPORTANT--This Proxy must be signed and dated on the reverse side.
13
ANNUAL MEETING OF SHAREHOLDERS OF
WORLD INFORMATION TECHNOLOGY, INC.
AUGUST 12, 2003
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of World
Information Technology, Inc. to be held at 10:30 a.m. local time on August
12, 2003, at our corporate offices located at, 2300 W. Sahara Ave.,
Suite 500-B, Las Vegas, Nevada 89102. Please read the proxy statement which
describes the proposals and presents other important information, and
complete, sign and return your proxy promptly in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1-4
- Please detach along perforated line and mail in the envelope provided. -
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
1. FOR AGAINST ABSTAIN
Proposal to approve two-for-one
forward stock split [_] [_] [_]
2. FOR AGAINST ABSTAIN
Proposal to increase the board of directors
to eight (8) members. [_] [_] [_]
3. Election of Directors FOR WITHHOLD
Nominees:
---------
Hsueh Chu Lin [ ] [ ]
Yung Fen Cheng [ ] [ ]
Yu Yen Kuo [ ] [ ]
Wei Kuo Hsu Lin [ ] [ ]
Shui Mei Lin [ ] [ ]
yu Chi Cheng [ ] [ ]
4. FOR AGAINST ABSTAIN
Proposal to ratify Beckstead and Watts, LLP
as Independent Auditors [_] [_] [_]
Other matters: in their discretion, the appointed proxies are authorized to
vote upon such other business as may properly come before the meeting.
If you plan to attend the Annual Meeting please mark this box [_]
Dated:________________, 2003
SIGNATURE ______________________________________________________________________
NAME (PRINTED) _________________________________________________________________
TITLE __________________________________________________________________________
Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please
indicate full title.
FOLD AND DETACH HERE