<PAGE> 1
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
QIAO XING UNIVERSAL TELEPHONE, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:
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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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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
QIAO XING UNIVERSAL TELEPHONE, INC.
QIAO XING BUILDING
WU SHI INDUSTRIAL ZONE
HUIZHOU CITY, GUANGDONG,
PEOPLE'S REPUBLIC OF CHINA
(011) 86-752-2808-188
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, DECEMBER 8, 2000
To Our Shareholders:
PLEASE TAKE NOTICE that our annual meeting of shareholders will be held
at our Hong Kong offices, Room 5-9, 27/F., K. Wah Centre, 191 Java Road, North
Point, Hong Kong, on Friday, December 8, 2000, at 11:00 a.m., local time, for
the following purposes:
1. To elect seven directors to hold office for the term specified in
the proxy statement or until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment.
The board of directors has fixed the close of business on October 18,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting and at any adjournment. A proxy statement which
describes the foregoing proposals and a form of proxy accompany this notice.
By Order of the Board of Directors
Zhi Yang Wu
Secretary
Dated: October 25, 2000
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE EXECUTE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE WHICH
REQUIRES NO POSTAGE. IF YOU GRANT A PROXY, YOU MAY REVOKE IT AT ANY TIME PRIOR
TO THE MEETING. ALSO, WHETHER OR NOT YOU GRANT A PROXY, YOU MAY VOTE IN PERSON
IF YOU ATTEND THE MEETING.
<PAGE> 3
QIAO XING UNIVERSAL TELEPHONE, INC.
QIAO XING BUILDING
WU SHI INDUSTRIAL ZONE
HUIZHOU CITY, GUANGDONG,
PEOPLE'S REPUBLIC OF CHINA
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, DECEMBER 8, 2000
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the board of directors
of QIAO XING UNIVERSAL TELEPHONE, INC. for use at our annual meeting of
shareholders to be held at our Hong Kong offices, Room 5-9, 27/F., K. Wah
Centre, 191 Java Road, North Point, Hong Kong, on Friday, December 8, 2000, and
at any adjournment. In addition to mail, proxies may be solicited by personal
interview, telephone or telegraph by our officers, directors and other
employees, who will not receive additional compensation for such services. We
may also request brokerage houses, nominees, custodians and fiduciaries to
forward the soliciting material to the beneficial owners of stock held of record
and will reimburse them at the rates suggested by the New York Stock Exchange.
We will bear the cost of this solicitation of proxies, which are expected to be
nominal. Proxy solicitation will commence with the mailing of this proxy
statement on or about October 25, 2000.
Execution and return of the enclosed proxy will not affect your right
to attend the meeting and to vote in person. If you execute a proxy, you still
retain the right to revoke it at any time prior to exercise at the meeting. A
proxy may be revoked by delivery of written notice of revocation to our
Secretary, by execution and delivery of a later proxy or by voting the shares in
person at the meeting. A proxy, when executed and not revoked, will be voted in
accordance with its instructions. If there are no specific instructions, proxies
will be voted "FOR" the election as directors of those nominees named in the
proxy statement and in accordance with his best judgment on all other matters
that may properly come before the meeting.
The enclosed form of proxy provides a method for you to withhold
authority to vote for any one or more of the nominees for director while
granting authority to vote for the remaining nominees. The names of all nominees
are listed on the proxy. If you wish to grant authority to vote for all
nominees, check the box marked "FOR." If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHOLD." If you wish your shares to be
voted for some nominees and not for one or more of the others, check the box
marked "FOR" and indicate the name(s) of the nominee(s) for whom you are
withholding the authority to vote by writing the name(s) of such nominee(s) on
the proxy in the space provided.
<PAGE> 4
PURPOSE OF MEETING
As stated in the notice of annual meeting of shareholders accompanying
this proxy statement, the business to be conducted and the matters to be
considered and acted upon at the meeting are as follows:
1. To elect seven directors to hold office for the term specified
herein or until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
VOTING AT MEETING
Our voting securities consist solely of common stock, $.001 par value
per share.
The record date for shareholders entitled to notice of and to vote at
the meeting is the close of business on October 18, 2000, at which time we had
outstanding and entitled to vote at the meeting 12,330,625 shares of common
stock. Shareholders are entitled to one vote, in person or by proxy, for each
share of common stock held in their name on the record date. Shareholders
representing a majority of the common stock outstanding and entitled to vote
must be present or represented by proxy to constitute a quorum.
The election of directors will require the affirmative vote of the
holders of a majority of the common stock present or represented by proxy at the
meeting and entitled to vote thereon. Cumulative voting for directors is not
authorized and proxies cannot be voted for more than seven nominees.
STOCK OWNERSHIP
The following table sets forth the number of shares of common stock
owned beneficially as of June 15, 2000 by each person known by us to have owned
beneficially more than ten percent of our shares then outstanding, by each of
our current officers and directors and by all of our current officers and
directors as a group. This information gives effect to securities deemed
outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of
1934, as amended. As far as is known to our management, no person owned
beneficially more than ten percent of the outstanding shares of common stock as
of June 15, 2000 except as set forth below.
<TABLE>
<CAPTION>
NUMBER PERCENT
------- --------
NAME OF BENEFICIAL HOLDER SHARES BENEFICIALLY OWNED
------------------------- ------------------------------
<S> <C> <C>
Wu Holdings Limited ................................................ 6,819,000(1) 57.0
Rui Lin Wu ......................................................... 7,399,000(2) 60.3
Zhi Yang Wu ........................................................ 250,000(3) 0
Zhi Fang Zhang ..................................................... 0 0
Zhong Ai Li ........................................................ 0 0
Jie Shi ............................................................ 0 0
Zi Shu Huang ....................................................... 0 0
Liu Rong Yang ...................................................... 0 0
Guo Liang Zhang .................................................... 0 0
All directors and executive officers as a group (8 persons) ........ 7,649,000(2)(3) 61.1
</TABLE>
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(1) Wu Holdings Limited is a British Virgin Islands corporation which is
71.16% owned by the Qiao Xing Trust and the remaining 28.84% is owned
by Sino Communications Ltd., a wholly owned subsidiary of a
nonaffiliated corporation listed on The Stock Exchange of Hong Kong
Limited. The Qiao Xing Trust is a Cook Islands trust which was formed
for the primary benefit of Zhi Jian Wu Li, the youngest son of Rui Lin
Wu, our chairman. The 6,819,000 shares of common stock owned of record
and beneficially by Wu Holdings Limited may be deemed to also be
beneficially owned by Rui Lin Wu (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) since he may be
deemed to have and/or share the power to direct the voting and
disposition of such shares.
(2) Includes options currently exercisable to acquire 300,000 shares of
common stock.
(3) Includes options currently exercisable to acquire 250,000 shares of
common stock.
BOARD OF DIRECTORS
Our board of directors has the responsibility for establishing broad
corporate policies and for our overall performance, although it is not involved
in day-to-day operating details. The board meets regularly throughout the year,
including the annual organization meeting following the annual meeting of
shareholders, to review significant developments affecting us and to act upon
matters requiring board approval. It also holds special meetings as required
from time to time when important matters arise requiring board action between
scheduled meetings.
We have established an audit committee which consists of Rui Lin Wu, Zi
Shu Huang and Liu Rong Yang. Its functions are to:
o recommend annually to the board of directors the appointment of our
independent public accountants;
o discuss and review the scope and the fees of the prospective annual
audit and review the results with the independent public accountants;
o review and approve non-audit services of the independent public
accountants;
o review compliance with our existing accounting and financial policies;
o review the adequacy of our financial organization; and
o review management's procedures and policies relative to the adequacy of
our internal accounting controls and compliance with federal and state
laws relating to financial reporting.
We do not have a nominating committee. The functions customarily
attributable to a nominating committee are performed by our board of directors
as a whole.
No director attended fewer than 75 percent of the aggregate of the
total number of meetings of the board of directors and the total number of
meetings held by all committees of the board on which he served.
Each non-employee director is compensated separately for service on the
board and is reimbursed for expenses to attend board meetings.
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ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected. Each director will
be elected for a one-year term or until his successor is elected and qualified.
Shares represented by properly executed proxies will be voted, in the
absence of contrary indication or revocation by the shareholder granting such
proxy, in favor of the election of the persons named below as directors. The
person named as proxy has been designated by management and intends to vote for
the election to the board of directors of the persons named below, each of whom
now serves as a director. If any nominee is unable to serve as a director, the
shares represented by the proxies will be voted, in the absence of contrary
indication, for any substitute nominee that management may designate. We know of
no reason why any nominee would be unable to serve. The information presented
herein with respect to the nominees was obtained in part from the respective
persons, and in part from our records.
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Rui Lin Wu 48 Chairman and Chief Executive Officer
Zhi Yang Wu 27 Vice Chairman and Secretary
Zhi Fang Zhang 46 Executive Director
Zhong Ai Li 29 Executive Director
Zi Shu Huang 46 Non-Executive Director
Liu Rong Yang 27 Non-Executive Director
Guo Liang Zhang 58 Non-Executive Director
</TABLE>
None of our directors and officers was selected pursuant to any
agreement or understanding with any other person. There is no family
relationship between any director or executive officer and any other director or
executive officer, except Rui Lin Wu and his son Zhi Yang Wu.
MR. RUI LIN WU is our chairman and chief executive officer. He is our
founder and has over 12 years of experience in the telecommunication industry.
He is responsible for our overall strategic planning, policy making and finance.
Prior to his career in the telecommunications industry, he was a general manager
of a fashion and garment factory from 1980 to 1986. Currently, Mr. Wu is a
member of the China National Association of Industry and Commerce, senior
analyst of the China National Condition and Development Research Center, and a
member of the Poverty Fund of China.
MR. ZHI YANG WU is our vice chairman and the elder son of Mr. Rui Lin
Wu. Mr. Wu also serves as our Secretary. Mr. Wu received a Diploma in Business
Management from Huizhou University of the PRC. He joined us in 1992 and is
responsible for our overall strategic planning, policy making and the overseas
market development.
MR. ZHI FANG ZHANG has served as an executive director since October
1999. He is the chairman of HomeWay Information Technology Co., Ltd., a famous
Internet company in China. Mr. Zhang received his bachelors degree of law from
Peking University and achieved the master of law from Fletcher School of Law and
Diplomacy in the United States.
MR. ZHONG AI LI is deputy general manager of Qiao Xing
Telecommunication Industry Co., Ltd. ("QXTI") and has served as our director
since September 1997. From August 1992 to July 1994, he served as deputy manager
of QXTI's marketing department. From August 1994 to February 1997, Mr. Li served
as manager of Shenzhen Baoan Chang He Electronic Co., Ltd.
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<PAGE> 7
From February 1997 to September 1997, he served as manager of QXTI's marketing
department. Mr. Li has served as deputy general manager of QXTI since September
1997.
MR. ZI SHU HUANG serves as a non-executive director. He has served as
the general manager of Huizhou City Xiaojinkou Economic Development Company
since September 1997. This company specializes in the manufacturing of
electronic parts and business trading.
MS. LIU RONG YANG serves as a non-executive director. Ms. Yang has
worked for Huizhou Lian Zhuang Wire and Cable Limited as deputy managing
director since January 1998. From 1996 to 1998, she served as the deputy
managing director for Huizhou Zhong Qiao Electronics Limited.
MR. GUO LIANG ZHANG is assistant to the chairman of QXTI and served as
a director from September 1997 to July 1998 and has served as a non-executive
director since August 1999. From March 1992 to May 1994, Mr. Zhang served as
vice general manager of Jilin Jixing Telecommunication Industry Co., Ltd., a
company which is principally engaged in the manufacturing and sales of
telecommunications terminals and equipment. Mr. Zhang received a Bachelor of
Arts Degree in Chinese from Jilin Province Huadian Normal College.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The aggregate compensation paid by us to all of our directors and
executive officers as a group for the fiscal year ended December 31, 1999 on an
accrual basis, for services in all capacities, was RMB 2,156,940 (US$260,500).
During the fiscal year ended December 31, 1999, we contributed an aggregate
amount of RMB 69,290 (US$8,368) toward the pension plans of our directors and
executive officers.
EXECUTIVE SERVICE CONTRACT
We have not entered into an employment agreement with Mr. Rui Lin Wu.
Currently, Mr. Wu serves as our president at an annual salary of RMB 1,267,000
(US$153,000). Mr. Wu's remuneration package includes benefits with respect to a
motor car.
THE 1999 STOCK COMPENSATION PLAN
Effective June 16, 1999, we adopted and approved the 1999 Stock
Compensation Plan. The purpose of the plan is to:
o encourage ownership of our common stock by our officers, directors,
employees and advisors;
o provide additional incentive for them to promote our success and our
business; and
o encourage them to remain in our employ by providing them an opportunity
to benefit from any appreciation of our common stock through the
issuance of stock options.
Options constitute either incentive stock options within the meaning of
Section 422 of the United States Internal Revenue Code of 1986, as amended, or
options which constitute nonqualified options at the time of issuance of such
options. The plan provides that incentive stock options and/or nonqualified
stock options may be granted to our officers, directors, employees and advisors
selected by the compensation committee. A total of 2000,000 shares of common
stock are authorized and reserved for issuance during the term of the plan which
expires in June 2009. The compensation committee has the sole authority to
interpret the plan and make all determinations necessary or advisable for
administering the plan. The exercise price for any incentive option must be at
least equal to the fair market value of the shares as of the date of grant. Upon
the exercise of the option, the exercise price must be paid in full either in
cash,
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<PAGE> 8
shares of our stock or a combination. If any option is not exercised for any
reason, such shares shall again become available for the purposes of the plan.
As of June 30, 2000, the following options to purchase shares of our
common stock under the Plan were outstanding:
o stock options to purchase 995,000 shares at $15.00 per share through
April 14, 2005, all of which are held by our directors and officers as
a group
OTHER OPTIONS AND WARRANTS OUTSTANDING
As of June 30, 2000, the following additional options and warrants to
purchase shares of our common stock were outstanding:
o warrants to purchase 40,000 shares (20,000 shares at $3.25 per share
and 20,000 shares at $5.50 per share) at any time until November 1,
2004
o warrants to purchase 660,000 shares at $20.7625 per share at any time
until December 31, 2004
o warrants to purchase 660,000 at $24.378 per share at any time until May
26, 2005
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE
"FOR" THE ELECTION OF SUCH NOMINEES.
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<PAGE> 9
CERTAIN TRANSACTIONS
The following table is provided to facilitate your understanding of the
relationships between the us and each of the following related parties and their
transactions with us during the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
NAME OF RELATED PARTIES EXISTING RELATIONSHIP WITH US
----------------------- -----------------------------
<S> <C>
Mr. Zhi Jian Wu Li The major shareholder
Mr. Rui Lin Wu Director and father of Mr. Zhi Jian Wu Li
Mr. Zhi Yang Wu Director and brother of Mr. Zhi Jian Wu Li
Mr. Zhi Zhong Wu Brother of Mr. Zhi Jian Wu Li
Ms. Qing Li Wife of Mr. Rui Lin Wu
Wu Holdings Limited Intermediate holding company
Ben Xing Telecommunication Component Limited Common director
Jia Xing Electronics Supplies Company Limited Common director
Qiao Xing Commercial Limited Common director
Qiao Xing Electronics Holdings Company Limited Common director
Qiao Xing Group Limited Common directors
Qiao Xing International Company Common director
Qiao Xing Investment Limited Common director
Qiao Xing Properties Limited Common directors
Rui Xing Electronic Development Company Limited Common director
</TABLE>
Regarding purchases from related parties:
o QXTI purchases plastic covers and molding from QXPL with an on going
basis since October 1995. QXPL has common directors (i.e., Rui Lin Wu
and Zhi Yang Wu) with QXUT. QXPL is equipped with the latest computer
software and automatic machineries to provide on time and quality
services to QXTI. Since QXPL is located next to us, it provides an
additional convenience for QXTI to closely monitor the progress of
their work. The purchase price is determined on the open bid basis
(i.e., only when the price offered by QXPL is not higher than
third-party's quotation, QXPL's product can be accepted by QXTI);
o QXIC purchases the Integrated Circuit ("IC") from overseas suppliers
for QXTI since 1997. QXIC has a common director (i.e., Zhi Yang Wu)
with QXUT. QXIC specializes in overseas sourcing of IC and electronic
components and provides a direct access channel to the world
electronics market for us with minimal searching cost incurred. If the
quality of the IC produced by local manufacturers can meet QXTI's
requirement, QXTI will purchase the IC from local suppliers and stop
requiring QXIC to purchase for them. The purchase price is also
determined on the open bid basis;
o QXCL started a pilot run on telephone research and assembling, and the
caller ID displayed telephones newly developed by QXCL were well
accepted by the market. However, QXCL did not have complete assembling
line capability nor its own distribution network. QXCL has a common
director (i.e., Zhi Yang Wu) with QXUT. Since the wholesale price of
QXCL's products is very close to the manufacturing cost of the similar
products of QXTI, QXTI purchased all of the semi-finished products from
QXCL and successfully promoted them to the market with average gross
profit margin of approximately 30%. In 1999, since QXTI was able to
produce such telephones by itself, it stopped purchasing telephones
from QXCL, and QXCL also terminated its pilot run of telephone
assembling in the beginning of 1999;
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<PAGE> 10
o QXTI purchases printed circuit boards ("PCB") from RXED with an
on-going basis since October 1995. RXED has a common director (i.e.,
Rui Lin Wu) with QXUT and it provides flexibility on supplying
different type of PCB when QXTI demands. The purchase price is also
determined on the open bid basis; and
o QXTI purchases the custom-made components such as electronic locks and
mini speakers from BXTC with an on going basis since January 1995. BXTC
has a common director (i.e., Rui Lin Wu) with QXUT. The purchase price
is also determined on the open bid basis.
Regarding amounts due from/to affiliates, the amount due from Rui Lin
Wu, Zhi Yang Wu, Zhi Jian Wu Li and Mei Lian Li represented the balance of cash
advanced, the amount due from Qiao Xing Group Limited and Qiao Xing Investment
Limited represented amount borrowed from QXTI by these companies for working
capital uses, and the amount due from Wu Holdings Limited ("WHL") mainly
represented amount borrowed from QXTI for settlement of WHL's audit fees. The
balances due from the related parties were unsecured, non-interest bearing and
repayable on demand. The amount due to Zhi Yang Wu represented the unpaid
compensations owed to him. The amount due to Qing Li and RXED represented amount
borrowed from these related parties for working capital uses. The amount due to
RXED was unsecured, bore interest at 26% per annum and was without
pre-determined repayment terms. The other balances due to the related parties
were unsecured, non-interest bearing and without pre-determined repayment terms.
As of December 31, 1999, QXTI had provided corporate guarantee to an
unrelated party who is a friend of Mr. Rui Lin Wu for bank borrowings of
approximately HK$1,200,000 (equivalent to approximately RMB1,279,000 and US
$155,000).
We believe that the terms of the agreements and transactions referenced
above which involve our officers, directors, principal shareholders or
affiliates were fair, reasonable and consistent with terms that we could have
obtained from unaffiliated third parties.
INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Arthur Andersen & Co., Hong Kong will attend the
meeting and will have the opportunity to make a statement if he or she so
desires. This representative will be available to respond to appropriate
shareholder questions at that time.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record who desires to submit a proper proposal for
inclusion in the proxy materials relating to the next annual meeting of
shareholders must do so in writing and it must be received at our principal
executive offices by December 30, 2000. You must be a record or beneficial owner
entitled to vote at the next annual meeting on your proposal and must continue
to own such security entitling you to vote through the date on which the meeting
is held.
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<PAGE> 11
ANNUAL REPORT
Our annual report to shareholders concerning our operations during the
fiscal year ended December 31, 1999, including audited financial statements, has
been distributed to all record holders as of the record date. The annual report
is not incorporated in the proxy statement and is not to be considered a part of
the soliciting material.
OTHER BUSINESS
Our management is not aware of any other matters which are to be
presented at the meeting, nor have we been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 20-F
UPON WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR
ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, TO EACH
SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER WHO OWNED OUR COMMON STOCK LISTED
IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE CLOSE OF BUSINESS ON OCTOBER
18, 2000. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON FORM 20-F SHOULD
BE SENT TO OUR SECRETARY, QIAO XING UNIVERSAL TELEPHONE, INC., QIAO XING
BUILDING, WU SHI INDUSTRIAL ZONE, HUIZHOU CITY, GUANGDONG, PEOPLE'S REPUBLIC OF
CHINA.
The above notice and proxy statement are sent by order of the board of
directors.
ZHI YANG WU
Secretary
October 25, 2000
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<PAGE> 12
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
QIAO XING UNIVERSAL TELEPHONE, INC.
TO BE HELD DECEMBER 8, 2000
The undersigned hereby appoints Rui Lin Wu as the lawful agent and Proxy of
the undersigned (with all powers the undersigned would possess if personally
present, including full power of substitution), and hereby authorizes him to
represent and to vote, as designated below, all the shares of common stock of
Qiao Xing Universal Telephone, Inc. held of record by the undersigned as of the
close of business on October 18, 2000, at the Annual Meeting of Shareholders to
be held on Friday, December 8, 2000, or any adjournment or postponement.
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
R.L. Wu; Z.Y. Wu; Z.F. Zhang; Z.A. Li; Z.S. Huang; L.R. Yang; G.L. Zhang
(INSTRUCTION: To withhold authority to vote for any nominees, write the
nominees' names on the space provided below.)
-----------------------------------------------------------------------
2. In his discretion, the Proxy is authorized to vote upon any matters which
may properly come before the Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS PROPOSED IN ITEM (1).
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.
<PAGE> 13
Please sign exactly as name appears below. 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.
Dated: , 2000
-------------- --------------------------------------
Signature
--------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
[ ] PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.
