<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:
<TABLE>
<S> <C>
[ ] 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-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
MAN SANG HOLDINGS, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(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:
------------------------------------------------------------------------
<PAGE> 2
MAN SANG HOLDINGS, INC.
21/F RAILWAY PLAZA
39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 2, 2000
To the Shareholders of Man Sang Holdings, Inc. :
An Annual Meeting of Shareholders of Man Sang Holdings, Inc. (the
"Company") will be held at Board Room, 27/F, Railway Plaza, 39 Chatham Road
South, Tsimshatsui, Kowloon, Hong Kong, at 10:00 a.m., on Wednesday, August 2,
2000 for the following purposes :
1. To elect seven Directors of the Company to hold office until the
next annual meeting of shareholders or until their successors
are duly elected and qualified.
2. To ratify the appointment of Deloitte Touche Tohmatsu as the
Company's independent accountants.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on July 4, 2000 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you are
planning to attend the meeting, you are urged to complete, date and sign the
enclosed proxy card and return it promptly.
YOUR VOTE IS IMPORTANT! PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE ABLE TO ATTEND THE MEETING AND
WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY
IS VOTED.
By Order of the Board of Directors
/s/ SOPHIA HO
Sophia Ho
Secretary
Hong Kong
July 4, 2000
<PAGE> 3
MAN SANG HOLDINGS, INC.
21/F RAILWAY PLAZA
39 CHATHAM ROAD SOUTH
TSIMSHATSUI, KOWLOON, HONG KONG
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 2, 2000
PURPOSE
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Man Sang Holdings, Inc., a Nevada
corporation (the "Company"), to be voted at the 2000 Annual Meeting of
Shareholders of the Company and at any adjournment thereof (the "Annual
Meeting"). The Annual Meeting is scheduled to be held at Board Room, 27/F,
Railway Plaza, 39 Chatham Road South, Tsimshatsui, Kowloon, Hong Kong, on
Wednesday, August 2, 2000 at 10:00 a.m. local time. The accompanying enclosed
notice of the Annual Meeting, this Proxy Statement and the enclosed proxy are
being mailed to shareholders on or about July 10, 2000. All of the expenses in
connection with soliciting proxies from shareholders, including the
reimbursement of brokerage firms and others for their expenses in forwarding
proxies and this Proxy Statement to the beneficial owners of the Company's
common stock, will be borne by the Company.
PROXIES AND REVOCATION OF PROXIES
The shares represented by any proxy in the enclosed form, if such proxy
is properly executed and is received by the Company, and not properly revoked,
prior to or at the Annual Meeting prior to the closing of the polls, will be
voted in accordance with the specifications made thereon. Proxies on which no
specification has been made by the shareholder will be voted FOR the election
to the Board of Directors of the nominees of the Board of Directors named
herein and FOR the ratification of the appointment of the designated
independent accountants. Any proxy given pursuant to this solicitation may be
revoked by the person giving it anytime before it is voted. Proxies may be
revoked by (i) filing with the Secretary of the Company, at or before the
taking of the vote at the Annual Meeting, a written notice of revocation
bearing a later date than the date of the proxy; or (ii) attending the Annual
Meeting and voting in person.
VOTING SECURITIES
The Board of Directors has fixed July 4, 2000 as the record date (the
"Record Date") for the determination of holders of common stock, $.001 par
value, of the Company (the "Common Stock") entitled to notice of and to vote at
the Annual Meeting. At the close of business on that date, there were
outstanding and entitled to vote 4,405,960 shares of the Common Stock. The
holders of the Common Stock will be entitled to one vote per share of the
Common Stock registered in their names on the books of the Company at the close
of business on the Record Date. In addition to the Common Stock, there were
100,000 shares of Series A Preferred Stock (the "Series A Preferred Stock")
outstanding and entitled to vote as of the Record Date. The holders of Series A
Preferred Stock, as a class, are entitled to one-third voting control, or an
aggregate of 2,202,980 votes at the Annual Meeting, in all matters voted on by
the shareholders of the Company.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
The information furnished in the following table indicates beneficial
ownership of shares of the Company's Common Stock, as of July 4, 2000, by (i)
each shareholder of the Company who is known by the Company to be beneficial
owner of more than 5% of the Company's Common Stock, (ii) each director,
nominee for director and Named Officer (defined in "Information Regarding
Executive Officers" in Proposal 1 below) of the Company, individually, and
(iii) all officers and directors of the Company as a group.
1
<PAGE> 4
<TABLE>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
------------------- ------------------------ ----------------
<S> <C> <C>
Cafoong Limited (2) (4) ........................................... 2,750,000 55%
Cheng Chung Hing, Ricky (2) (3) (4) ............................... 2,850,000 57%
Cheng Tai Po (2) (3) (4) .......................................... 2,850,000 57%
Yan Sau Man, Amy (3) (4) .......................................... 100,000 2%
Wong Ka Ming (4) .................................................. - 0 - *
Hung Kwok Wing, Sonny (4) ......................................... 100,000 2%
Lai Chau Ming, Matthew (4) ........................................ - 0 - *
Yuen Ka Lok, Ernest (4) ........................................... - 0 - *
Sun Kam Fai, Zacky (4) ............................................ - 0 - *
Ho Suk Han, Sophia (4) ............................................ - 0 - *
All executive officers and directors as a group (9 persons) ....... 3,150,000 63%
</TABLE>
-------------
* Less than 1%
(1) This disclosure is made pursuant to certain rules and regulations
promulgated by the Securities and Exchange Commission and the number of
shares shown as beneficially owned by any person may not be deemed to
be beneficially owned for other purposes. Unless otherwise indicated in
these footnotes, each named individual has sole voting and investment
power with respect to such shares of Common Stock, subject to community
property laws, where applicable.
(2) Cafoong Limited owns directly 1,357,875 shares of Common Stock of the
Company. Cafoong Limited also owns indirectly 1,392,125 shares of
Common Stock of the Company by virtue of holding all issued and
outstanding shares of certain British Virgin Islands companies which
own such shares of Common Stock of the Company. Because Cheng Chung
Hing, Ricky and Cheng Tai Po own 60% and 40%, respectively, of all
issued and outstanding stock, and are directors, of Cafoong Limited,
they may be deemed to be the beneficial owners of the shares of Common
Stock of the Company which are owned, directly or indirectly, by
Cafoong Limited.
(3) Each of Cheng Chung Hung, Ricky, Cheng Tai Po, Yan Sau Man, Amy has the
right, within 60 days, to exercise non-qualified options granted under
the 1996 Stock Option Plan to purchase 100,000 shares of Common Stock
of the Company .
(4) Address is 21st Floor, Railway Plaza, 39 Chatham Road South,
Tsimshatsui, Kowloon, Hong Kong.
PREFERRED STOCK
The following table is furnished as of July 4, 2000, to indicate
beneficial ownership of the Company's Series A Preferred Shares by each
shareholder of the Company who is known by the Company to be a beneficial owner
of more than 5% of the Company's Series A Preferred Shares.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
------------------- ------------------------ ----------------
<S> <C> <C>
Cafoong Limited (1) (2) ......................... 100,000 100%
</TABLE>
-----------
(1) Cheng Chung Hing, Ricky and Cheng Tai Po own 60% and 40%, respectively,
of all issued and outstanding stock, and are directors, of Cafoong
Limited and, accordingly, are deemed to be the beneficial owners of the
shares of Series A Preferred Stock of the Company owned by Cafoong
Limited.
(2) Address is 21st Floor, Railway Plaza, 39 Chatham Road South,
Tsimshatsui, Kowloon, Hong Kong.
CHANGES IN CONTROL
To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in control of
the Company.
2
<PAGE> 5
QUORUM AND VOTING PROCEDURES
The presence at the Annual Meeting, in person or by proxy, of the
holders representing a majority of voting powers of the outstanding shares of
the Common Stock and Series A Preferred Stock entitled to vote at the Annual
Meeting is required to constitute a quorum for the transaction of business at
the Annual Meeting. Abstentions and broker non-votes will be considered
represented at the meeting for the purpose of determining a quorum. Shares of
Common Stock and Series A Preferred Stock represented by a properly dated,
signed and returned proxy will be counted as present at the Annual Meeting for
purposes of determining a quorum, without regard to whether the proxy is marked
as casting a vote or abstaining.
The shares represented by each proxy will be voted in accordance with
the instructions given therein. Where no instructions are indicated, the proxy
will be voted for the nominees to the Board of Directors named in this Proxy
Statement and for the ratification of the appointment of Deloitte Touche
Tohmatsu as the Company's independent accountants; and at the discretion of the
persons named in the accompanying proxy on any other business that may properly
come before the Annual Meeting.
Under applicable law and the Company's Articles of Incorporation and
Bylaws, if a quorum is present at the Annual Meeting, the seven nominees for
election to the Board of Directors who receive a plurality of votes cast for the
election of directors present in person or represented by proxy shall be elected
directors. The appointment of Deloitte Touche Tohmatsu as the Company's
independent accountants will be ratified if a majority of votes cast in the
Annual Meeting in person or by proxy are in favor of Proposal 2 hereof.
Abstentions and broker non-votes will not affect the outcome of the voting
because they will not represent votes cast.
The Board of Directors is not aware of any matters that are expected to
come before the Annual Meeting other than those referred to in this Proxy
Statement. If any other matter should come before the Annual Meeting, the
persons named in accompanying proxy intend to vote such proxies in accordance
with their best judgment.
Under the laws of the State of Nevada, dissenters rights are not
available to shareholders of the Company with respect to any matter scheduled to
be brought before the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors are to be elected to serve until the next annual meeting
of shareholders or until their successors are elected and shall have been
qualified. The Board of Directors has nominated Cheng Chung Hing, Ricky; Cheng
Tai Po; Yan Sau Man, Amy; Wong Ka Ming; Hung Kwok Wing, Sonny; Lai Chau Ming,
Matthew and Yuen Ka Lok, Ernest to serve as directors (the "Nominees").
Directors shall be elected by shareholders holding a plurality of the votes
represented by the shares of Common Stock and Series A Preferred Stock present
at the Annual Meeting. In the event that any one of the Nominees is unable or
declines to serve as a director, the Board of Directors intends to substitute
another person of their choice as nominee, in his place and stead, or to present
such lesser number of directors in accordance with the Company's Bylaws. The
Board of Directors has no reason to believe that any Nominee will be unable to
serve or decline to serve as a director. Any vacancy occurring between
shareholders' meetings, including vacancies resulting from an increase in the
number of directors, may be filled by the Board of Directors. A director elected
to fill a vacancy shall hold office until the next annual shareholders' meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.
3
<PAGE> 6
INFORMATION REGARDING NOMINEES
The following table sets forth, as of July 4, 2000, the name and age,
position held with the Company and term of office, of each director of the
Company and the period or periods during which he or she has served in his or
her respective position(s).
<TABLE>
<CAPTION>
NAME AGE POSITION(s) HELD TERM OF OFFICE
---- --- ---------------- --------------
<S> <C> <C> <C>
Cheng Chung Hing, Ricky 39 President and Chairman of the Board 1/96 - present
Chief Executive Officer 1/98 - present
Chief Financial Officer 2/99 - 8/99
Cheng Tai Po 48 Vice Chairman of the Board 1/96 - present
Yan Sau Man, Amy 37 Vice President and Director 1/96 - present
Wong Ka Ming 48 Vice President and Director 2/00 - present
Hung Kwok Wing, Sonny 36 Director 11/96 - present
Vice President 11/96 - 2/00
Lai Chau Ming, Matthew 47 Director 11/96 - present
Yuen Ka Lok, Ernest 37 Director 11/96 - present
</TABLE>
TERM OF OFFICE
Each of the directors of the Company serves until his or her successor
is duly elected at the next annual meeting of shareholders or until his or her
earlier resignation or removal.
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth the names, ages and offices of the
present executive officers of the Company. The periods during which such persons
have served in such capacities and information with respect to non-employee
directors are indicated in the description of business experience of such
persons below.
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
---- --- -------------
<S> <C> <C>
Cheng Chung Hing, Ricky ........................ 39 President, Chairman, Chief
Executive Officer
Cheng Tai Po ................................... 48 Vice Chairman
Yan Sau Man, Amy ............................... 37 Vice President
Wong Ka Ming............... .................... 48 Vice President
Sun Kam Fai, Zacky ............................. 38 Chief Financial Officer
Ho Suk Han, Sophia ............................. 31 Secretary
</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
CHENG Chung Hing, Ricky, co-founder of the Company with its
subsidiaries (the "Group"), has served as Chairman of the Board of Directors
and President of the Company since January 8, 1996, and of Man Sang
International (B.V.I.) Limited ("Man Sang BVI") since December 1995. He was
appointed Chief Executive Officer of the Company on January 2, 1998. He was
appointed a member of the Compensation Committee of the Board of Directors on
September 8, 1997 and Chief Financial Officer on February 27, 1999 but resigned
from the two offices on September 18, 1998 and August 2, 1999 respectively. Mr.
Cheng was appointed Chairman and a Director of Man Sang International Limited
("MSIL"), an indirect subsidiary listed on The Stock Exchange of Hong Kong
Limited, on August 8, 1997 and August 4, 1997, respectively. Prior to the
reorganization of the Group in late 1995 which culminated in the Company's
issuance of Common Stock and Series A Preferred Stock in exchange for all the
outstanding securities of Man Sang BVI in January 1996 (the "Group
Reorganization"), he had served as chairman and president of various companies
within the Group. Mr. Cheng has nearly 20 years' experience in the pearl
business and is responsible for overall planning, strategic formulation and
business development of the Company.
4
<PAGE> 7
CHENG Tai Po, co-founder of the Group, has served as Vice Chairman of
the Company since January 8, 1996 and of Man Sang BVI since December 1995. He
was appointed Deputy Chairman and a Director of MSIL on August 8 and August 4,
1997, respectively. Prior to the Group Reorganization, he had served as
vice-chairman of various companies within the Group. Mr. Cheng has nearly 20
years' experience in the pearl business and is responsible for purchasing and
processing of pearls as well as overall planning, strategic formulation and
business development of the Company.
YAN Sau Man, Amy, has served as Vice President and a Director of the
Company since January 8, 1996 and of Man Sang BVI since December 1995. She was
appointed as a Director of MSIL on August 12, 1997. Ms. Yan joined the Group in
1984 and has been responsible for overall marketing and sales activities of the
Company.
WONG Ka Ming, has served as Vice President and a Director of the
Company since February 21, 2000. He was also appointed as a Director of MSIL
on the same date. Mr. Wong obtained his B.S. Sc. and M.B.A. from the Chinese
University of Hong Kong, and has over 20 years' experience in investment
banking and corporate finance. Before joining the Group, Mr. Wong was a
director of Fidelity Communication Company, an investors and corporate
relations firm, since 1999. From 1997 to 1999, he was a director of Regal
Financial Services Ltd. ("Regal") specializing in investments and fund
management. Before joining Regal, he acquired extensive experience in
securities brokering and marketing. He was the Managing Director of YF
Securities Co. Ltd. (1995 to 1997), the Dealing Director of Jih Sun Securities
(HK) Ltd. (1993 to 1995) and a director of Seapower Securities Ltd. (1991 to
1993). Mr. Wong was employed as Senior Manager in Dao Heng Securities Ltd.
from 1987 to 1991 and in Far East Bank Ltd. from 1986 to 1987. From 1984 to
1986, Mr. Wong was the Operations Manager in Engelhard Metals AG ("Engelhard").
Before joining Engelhard, he was the Marketing Manager of Sun Hung Kai
Securities Ltd. from 1978 to 1984. Mr. Wong is responsible for the corporate
development and investors relationship of the Company.
HUNG Kwok Wing, Sonny, has served as Vice President and a Director of
the Company since November 1, 1996. He resigned as Vice President on February
29, 2000. He was appointed a Director of MSIL on August 12, 1997. Prior to
joining the Company, Mr. Hung was employed as Deputy Manager of Dah Sing Bank
from February 1996 to October 1996 and as Branch Manager of The Hongkong and
Shanghai Banking Corporation Limited from 1991 to February 1996. Mr. Hung
received his bachelor degree in Finance and Banking from San Francisco State
University and master degree in Business Administration from the University of
Strathclyde, U.K. and the Baptist University of Hong Kong.
LAI Chau Ming, Matthew, has served as a Director of the Company since
November 1996. Mr. Lai was appointed a member of the Compensation Committee and
a member of the Audit Committee of the Board of Directors on September 8, 1997
and September 18, 1998 respectively. Mr. Lai is currently employed as Senior
Manager of Vickers Ballas Hong Kong Limited ("Vickers Ballas"). Prior to his
joining Vickers Ballas in July 1996, Mr. Lai served from 1972 to 1996 as a
Senior Manager of Sun Hung Kai Investment Company Limited, one of the biggest
investment companies in Hong Kong. Mr. Lai has over 27 years' experience in
investment, and is experienced in the areas of financial management and
planning.
YUEN Ka Lok, Ernest, has served as a Director of the Company since
November 1996. Mr. Yuen was appointed Chairman of the Compensation Committee
and a member of the Audit Committee of the Board of Directors on September 8,
1997 and September 18, 1998 respectively. Mr. Yuen was also appointed a
Director of MSIL on August 12, 1997. Mr. Yuen is a solicitor and is currently
a Partner in the law firm of Messrs. Yuen & Partners. Mr. Yuen joined Messrs.
Ivan Tang & Co. ("ITC") as a Consultant in August 1994 and became a Partner in
January 1996. He retired from ITC as Partner and started his own practice in
the name of Yuen & Partners in August, 1997. Prior to his joining ITC, from
March 1992 to August 1994, Mr. Yuen was employed as Assistant Solicitor at
Messrs. Van Langenbery & Lau ("VLL") and Messrs. AB Nasir, respectively. Prior
to his joining VLL, Mr. Yuen was an Articled Clerk at Messrs. Robin Bridge &
John Liu. From 1985 to 1987, Mr. Yuen was an audit trainee at Price Waterhouse
(now known as PriceWaterhouseCoopers), an international accounting firm. Mr.
Yuen is experienced in civil and criminal litigations as well as the general
commercial transactions.
5
<PAGE> 8
SUN Kam Fai, Zacky, joined the Company in March 1999 and has served as
Vice President of the Company since May 3, 1999 but resigned on August 2, 1999.
On the same date, he was appointed Chief Financial Officer of the Company. He
is responsible for financial management and participates in formulation and
execution of corporate policies. Mr. Sun was the Financial Controller of CCT
Communication Group Limited in Hong Kong from December 1997 to February 1999
and of Synergy Power Corporation Pty Ltd in Australia from May 1995 to June
1997. In June 1992, he established an independent accounting firm in Hong Kong,
which he managed until October 1994. From April 1987 to June 1992, Mr. Sun
served as Project Manager of Toplus Development Limited to explore investment
opportunities. From 1984 to 1987, Mr. Sun was an audit trainee at Ernst &
Whinney (now known as Ernst & Young), an international accounting firm. He is a
Certified Public Accountant, a fellow of the Association of the Chartered
Certified Accountants, an associate of the Australian Society of Certified
Public Accountants and an associate of the Hong Kong Society of Accountants.
HO Suk Han, Sophia, has served as Secretary of the Company since
January 1998. Miss Ho has nearly 10 years' experience in company secretarial
work in an international accounting firm and several listed companies in Hong
Kong. She is an associate of The Hong Kong Institute of Company Secretaries and
The Institute of Chartered Secretaries and Administrators in Hong Kong Limited.
FAMILY RELATIONSHIPS
Cheng Chung Hing, Ricky and Cheng Tai Po are brothers. Other than the
foregoing, there are no family relationships among the above-named directors and
executive officers of the Company.
COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT
Based solely on a review of copies of the forms provided to the Company,
or written representations that no other filing of forms was required, the
Company has found that: (i) Cafoong Limited became the beneficial owner of more
than 10% of the Common Stock on January 8, 1996 and such company filed Form 3 in
respect thereof in February 1997; (ii) Cheng Chung Hing, Ricky and Cheng Tai Po
became the indirect beneficial owners of more than 10% of the Company's Common
Stock on January 8, 1996 by virtue of their respective holding of 60% and 40% of
all the issued and outstanding stock of Cafoong Limited and such individuals
filed Forms 3 in respect thereof on February 20, 1997; (iii) Cheng Chung Hing,
Ricky; Cheng Tai Po; Yan Sau Man, Amy and Hung Kwok Wing, Sonny were granted
non-qualified stock options to purchase Common Stock on September 16, 1997 and
such individuals filed Forms 4 in respect thereof on April 9, 1998; and (iv)
Hung Kwok Wing, Sonny exercised all his stock options to purchase 100,000 shares
of Common Stock on February 24, 2000 and filed Form 4 in respect thereof on
March 6, 2000.
COMMITTEES AND ATTENDANCE OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
The Board of Directors established an Audit Committee on September 18,
1998 with Alexander Reid Hamilton as Chairman, and Yuen Ka Lok, Ernest and Lai
Chau Ming, Matthew as Committee members. Mr. Hamilton is a Director and Chairman
of the Audit Committee of MSIL. He was a partner in an international accounting
firm for 16 years and has over 22 years of audit and accounting experience. Mr.
Hamilton serves as audit committee member of several companies which are listed
on The Stock Exchange of Hong Kong Limited. With his extensive experience, the
Company invited him to act as Chairman of the Audit Committee.
The Committee makes such examinations as are necessary to monitor the
corporate financial reporting and the internal and external audits of the
Company. Besides the monitoring function, the Committee also makes
recommendations on improvements and conducts any other duties as the Board of
Directors may delegate. During the year ended March 31, 2000, the Audit
Committee held four meetings to review the financial results of the Company
before presentation to the Board of Directors for approval and release.
6
<PAGE> 9
COMPENSATION COMMITTEE
The Board of Directors established a Compensation Committee on September
8, 1997 with Yuen Ka Lok, Ernest as Chairman, and Cheng Chung Hing, Ricky and
Lai Chau Ming, Matthew as Committee members. To promote the Committee's
independence, Cheng Chung Hing, Ricky resigned as Compensation Committee member
on September 18, 1998.
The Compensation Committee deliberates and stipulates the compensation
policy for the Company and to administer the 1996 Stock Option Plan. During the
year ended March 31, 2000, the Compensation Committee met ten times (four of
which were via full board meetings) to discuss and review the compensation
policies of the Company.
Besides the Audit and Compensation Committee, the Board of Directors
presently maintains no other committees.
ATTENDANCE OF THE BOARD OF DIRECTORS
During the year ended March 31, 2000, the Board of Directors held ten
meetings and adopted two unanimous written consents of action. Each director
(during the period in which each such director served) attended at least 75% of
the meetings of the Board of Directors and the meetings of the committees of the
Board of Directors on which such director served.
EXECUTIVE COMPENSATION
Overview and the Compensation Committee of the Board of Directors
While for convenience of reference this Proxy Statement and the annual
report on Form 10-K has used "the Company" when referring to the overall
business of the Group, the Company itself actually has no employees. The
employee directors of the Company have entered into Services Agreement with MSIL
(see "Employment Agreements"). Other executive officers in the management team
were employed by a subsidiary of MSIL.
In the 1999 Annual General Meeting of MSIL held in August 1999, the
shareholders of MSIL passed a resolution to authorize its Board of Directors to
fix remuneration of all directors (which for MSIL would include all its
executives) for the year. The MSIL Board determined that the compensation
packages of its directors were generally competitive. Hence, the compensation
packages remained unchanged for fiscal 2000. As an acknowledgment to the
contribution of Yan Sau Man, Amy in increasing net sales for fiscal 2000 by
21.0%, the MSIL Board granted a bonus of $25,840 to her.
As at July 4, 2000, the Company via its subsidiary, Man Sang BVI, holds
355,000,000 shares, or 67.60% of the issued capital, of MSIL. Since the overall
compensation of the executive officers of the Company is determined by the Board
of Directors of MSIL, the Company's Compensation Committee takes up a monitoring
function. The Committee reviews the decisions of the MSIL Board in relation to
this issue. Should the Committee disagree with the decisions of the MSIL Board,
the Committee may advise the Company's Board of Directors to vote in any general
meeting of MSIL against authorizing the MSIL Board to fix compensation for
MSIL's directors and executives.
For fiscal 2000, all executive officers received their salaries and all
or part of their bonus (if applicable) from MSIL.
With respect to the Chairman and the Vice Chairman, the Compensation
Committee members acknowledged that they have brought to the Company not only
their expertise and personal relationships in the pearl industry, but also their
vision, foresight and efforts to steer the Company towards more profitable and
diversified business in the past year. The Committee members also took into
account the need to retain such
7
<PAGE> 10
highly qualified officers by providing competitive compensation packages, and
granted a bonus to each of Cheng Chung Hing, Ricky, Chairman of the Board and
Cheng Tai Po, Vice Chairman.
EXECUTIVE COMPENSATION
The following table sets forth information concerning cash and non-cash
compensation paid or accrued for services in all capacities to the Company and
its subsidiaries during the three years ended March 31, 2000 of the Company's
Chief Executive Officer and each of its other most highly compensated executive
officers whose compensation exceeded $100,000 (the "Named Officers") during
fiscal 2000.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(5) OPTIONS GRANTED
--------------------------- ---- ------ ----- --------------- ---------------
($) ($) ($) (#)
<S> <C> <C> <C> <C> <C>
Cheng Chung Hing, Ricky 2000 387,597 290,698(1) 76,667 (6) 1,300,000 (9)
Chairman of the Board, 1999 387,597 290,698(2) 92,016 (6) 0
President and CEO 1998 387,597 322,997(3) 92,016 (6) 100,000 &
11,800,000 (10)
Cheng Tai Po 2000 387,597 290,698(1) 156,589 (7) 1,300,000(9)
Vice Chairman 1999 387,597 290,698(2) 93,589 (7) 0
1998 387,597 322,997(3) - 100,000 &
11,800,000 (10)
Yan Sau Man, Amy 2000 129,199 25,840(4) - 2,000,000 (9)
Vice President and Director 1999 129,199 - - 0
1998 129,199 - - 100,000 &
5,000,000 (10)
Hung Kwok Wing, Sonny 2000 121,248 - - 1,800,000 (9) & (11)
Director (resigned as Vice 1999 129,199 - - 0
President on February 29, 2000) 1998 129,199 - - 100,000 (12) &
4,000,000 (10) & (11)
Sun Kam Fai, Zacky (8) 2000 114,126 - - 650,000 (9)
Chief Financial Officer
</TABLE>
--------
(1) Cheng Chung Hing, Ricky and Cheng Tai Po received bonus of $129,200 and
$161,498 from each of the Company and MSIL respectively for fiscal
2000.
(2) Cheng Chung Hing, Ricky and Cheng Tai Po received bonus of $161,498 and
$129,200 from each of the Company and MSIL respectively for fiscal
1999.
(3) Half of the bonus of each of Cheng Chung Hing, Ricky and Cheng Tai Po
for fiscal 1998 was paid by the Company, and half of which was paid by
MSIL.
(4) Yan Sau Man, Amy received bonus of $25,840 from MSIL for fiscal 2000.
(5) Although the officers receive certain perquisites such as company
provided life insurance and medical insurance, the value of such
perquisites did not exceed the lesser of $50,000 or 10% of the
officer's salary and bonus.
(6) In addition to the amounts referred to in note (1) to (3) above, Cheng
Chung Hing, Ricky is provided the right to use a leasehold property of
the Company at no cost as his personal residence. The estimated fair
rental value of such leasehold property was $76,667 for fiscal 2000 and
$92,016 for fiscal 1999 and 1998. The estimated fair rental value is
based on the "rateable value" assessed by the Rating and Valuation
Department of The Government of Hong Kong Special Administrative
Region. According to the Hong Kong Rating Ordinance (Cap. 116),
rateable value is an estimate of the annual rental of the relevant
premises at a designated valuation reference date. When assessing a
rateable value, all factors which would affect rental value, such as
age and size of the premises, quality of finishes, location, transport
facilities, amenities and open market rents, are considered.
8
<PAGE> 11
(7) In addition to the amounts referred to in note (1) to (3) above, Cheng
Tai Po is provided the right to use a leasehold property of the Company
at no cost as his personal residence. The estimated fair rental value of
such leasehold property was $156,589 and $93,589 for fiscal 2000 and
1999 respectively. The estimated fair rental value is based on the
"rateable value" assessed by the Rating and Valuation Department of The
Government of Hong Kong Special Administrative Region. According to the
Hong Kong Rating Ordinance (Cap. 116), rateable value is an estimate of
the annual rental of the relevant premises at a designated valuation
reference date. When assessing a rateable value, all factors which would
affect rental value, such as age and size of the premises, quality of
finishes, location, transport facilities, amenities and open market
rents, are considered.
(8) In fiscal 2000, Sun Kam Fai, Zacky became, for the first time, a person
whose compensation is to be reported in this table. Therefore, his
compensation in prior year is not reported.
(9) Each named executive received options from MSIL. See "Executive
Compensation - Option Grants in Fiscal 2000".
(10) Save for Sun Kam Fai, Zacky, each named executive received options from
both the Company and MSIL in fiscal 1998.
(11) Following the resignation of Hung Kwok Wing, Sonny as executive
director of MSIL, the options granted to him by MSIL expired on March
31, 2000. Mr. Hung remains as non-executive director of MSIL.
(12) In February 2000, Hung Kwok Wing, Sonny exercised all his options to
purchase 100,000 shares of the Common Stock of the Company. See
"Executive Compensation - Option Exercises in Fiscal 2000".
OPTION GRANTS IN FISCAL 2000
The Company
In fiscal 2000, the Company did not grant any option to any of its
directors or executive officers.
MSIL
MSIL adopted a share option scheme (the "Share Option Scheme") on
September 8, 1997. The Share Option Scheme is administered by the MSIL Board of
Directors, whose decisions are final and binding on all parties. The
Compensation Committee of the Company takes up a monitoring function.
Options to subscribe for MSIL shares of nominal value of HK$0.10 were
granted to the directors and certain senior employees of MSIL on November 16,
1999 at a subscription price of HK$0.256 per share. The subscription price
represented 80% of the average closing prices of the shares on The Stock
Exchange of Hong Kong Limited as stated in such exchange's daily quotation
sheets for the five trading days immediately preceding the date on which the
options were offered to the directors and employees. The options can be
exercised in a period of two years commencing on the expiry of six months after
the options are accepted in accordance with the Share Option Scheme, and
expiring on the last day of such two-year period.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------
PERCENT POTENTIAL
OF REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL
NUMBER MSIL RATE OF STOCK
OF OPTIONS PRICE
SECURITIES GRANTED APPRECIATION FOR
UNDERLYING TO OPTION TERM
NAME AND PRINCIPAL OPTIONS EMPLOYEES EXERCISE EXPIRATION -----------------------
POSITION GRANTED IN 2000 PRICE DATE 5% 10%
--------------------------- --------- --------- ---------- ------------ --------- ---------
(#) (%) (HK$/SHARE) (HK$) (HK$)
<S> <C> <C> <C> <C> <C> <C>
Cheng Chung Hing, Ricky
Chairman of the Board 1,300,000 11.21 0.256 5/15/2002 137,306 195,728
</TABLE>
9
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cheng Tai Po
Vice Chairman 1,300,000 11.21 0.256 5/15/2002 137,306 195,728
Yan Sau Man, Amy
Director 2,000,000 17.24 0.256 5/15/2002 211,240 301,120
Hung Kwok Wing, Sonny*
Director 1,800,000 15.52 0.256 5/15/2002 190,116 271,008
Sun Kam Fai, Zacky
Group Financial Controller 650,000 5.60 0.256 6/13/2002 68,653 97,864
Ho Suk Han, Sophia
Secretary 450,000 3.88 0.256 5/15/2002 47,529 67,752
</TABLE>
-----------------
* Following the resignation of Hung Kwok Wing, Sonny as executive director of
MSIL, the options granted to him expired on March 31, 2000. Mr. Hung
remains as non-executive director of MSIL.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2000 AND FISCAL YEAR-END OPTION/SAR
VALUES
The Company
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS ON OPTIONS/SARS ON
ON VALUE MARCH 31, 2000 (#) MARCH 31, 2000 ($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
--------------------------- ---------- ---------- ------------------- -------------------
<S> <C> <C> <C> <C>
Cheng Chung Hing, Ricky 0 0 100,000/0 96,700/0
Chairman of the Board,
President
and CEO
Cheng Tai Po 0 0 100,000/0 96,700/0
Vice Chairman
Yan Sau Man, Amy 0 0 100,000/0 96,700/0
Vice President
Hung Kwok Wing, Sonny 100,000 203,000 0/0 0/0
(Vice President, resigned
on Feb 29, 2000)
</TABLE>
MSIL
No executive officer exercised his/her options to purchase shares of
MSIL in Fiscal 2000.
PERFORMANCE GRAPH
The following graph summarizes cumulative total shareholder return
(assuming reinvestment of dividends) on the Common Stock of the Company and IWI
Holding Limited ("IWI"), a peer issuer selected by the Company. The Company's
Common Stock was first registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended, on June 17, 1996. As there was no trading of the
Company's Common Stock on June 17 and June 18, 1996, the trading price of the
Common Stock of the Company was not available.
10
<PAGE> 13
Therefore, the measurement period hereto commenced on June 19, 1996 and ended on
March 31, 2000, the Company's 2000 fiscal year end date. The graph assumes that
$100 was invested on June 19, 1996.
The comparisons in this graph are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of future
stock price performance or the financial performance of the Company.
Shareholders are encouraged to review the Financial Statements of the Company
contained in the accompanying annual report on Form 10-K for the fiscal year
ended March 31, 2000.
[LINE GRAPH]
<TABLE>
<CAPTION>
6/19/96 3/31/97 3/31/98 3/31//99 3/31/00
------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
The Company's Common Stock $100 $15.57 $8.93 $12.50 $16.07
IWI's Common Stock $100 $46.67 $8.32 $3.73 $21.33
</TABLE>
As there is no broad equity market index for the OTC Bulletin Board
where the Company's Common Stock is traded and there is no published industry or
line-of-business index for the pearl or jewelry business in which the Company is
engaged, the Company has selected IWI as a peer issuer for comparison. IWI is
engaged primarily in the design, assembly, merchandising and wholesale
distribution of jewelry and whose shares are traded on NASDAQ.
EMPLOYMENT AGREEMENTS
The Company itself has no employment agreement with any of its officers
or employees. However, MSIL entered into Service Agreements with each of Cheng
Chung Hing, Ricky; Cheng Tai Po and Yan Sau Man, Amy on September 8, 1997; with
Wong Ka Ming on February 10, 2000. The major terms of these agreements are as
follows:-
- the service agreement of each of Cheng Chung Hing, Ricky, Cheng Tai Po
and Yan Sau Man, Amy is for an initial term of 3 years commencing on
September 1, 1997. The service agreement of Wong Ka Ming is for an
initial term of 2 years commencing on February 21, 2000. Each service
agreement may be terminated by either party by giving the other written
notice of not less than 3 months;
11
<PAGE> 14
- the annual basic salary payable to each of Cheng Chung Hing, Ricky,
Cheng Tai Po, Yan Sau Man, Amy, and Wong Ka Ming shall be HK$3 million,
HK$3 million, HK$1 million and HK$1 million respectively, subject to
annual review by the Board of MSIL every year; and
- each of Cheng Chung Hing, Ricky, Cheng Tai Po, Yan Sau Man, Amy, and
Wong Ka Ming is also entitled to a discretionary bonus in respect of
each financial year. The amount of such discretionary bonuses shall be
determined by the MSIL Board each year, provided that the aggregate of
all discretionary bonuses payable by MSIL to its executive directors in
any financial year shall not exceed 10% of the net profits (after tax
and after extraordinary items) of MSIL for such year as shown in its
audited accounts.
COMPENSATION OF DIRECTORS
No employee of the Company receives any compensation for his or her
service as a Director. The non-employee directors of the Company were
compensated for their services as directors in fiscal 2000 as follows:-
<TABLE>
<CAPTION>
Non-employee Directors Directors' Fee
---------------------- --------------
$
<S> <C>
Lai Chau Ming, Matthew ................. 12,920
Yuen Ka Lok, Ernest .................... 25,840
</TABLE>
MSIL paid $25,840 to Alexander Reid Hamilton (who is not a director of
the Company) for his services as a director of MSIL. No additional compensation
of any nature was paid to any non-employee director of the Company for their
services as directors.
An amount of $500 is paid to each non-employee director and to Alexander
Reid Hamilton for his participation in each Audit Committee meeting. In fiscal
2000, the Audit Committee members were compensated as follows:-
<TABLE>
<CAPTION>
Amount Received
---------------
Audit Committee Members The Company MSIL
----------------------- ----------- -----
($) ($)
<S> <C> <C>
Lai Chau Ming, Matthew 1,500 N/A
Yuen Ka Lok, Ernest 2,000 2,000
Alexander Reid Hamilton 2,000 2,000
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are not executives of the
Company or any of its subsidiaries, but Yuen Ka Lok, Ernest, is a partner of
Messrs. Yuen & Partners, one of the legal advisors to the Company and its
subsidiaries. Messrs. Yuen & Partners receives its standard professional fees in
the provision of legal services to the Company and its subsidiaries.
Except as described in this and the immediately preceding paragraph, no
executive officer of the Company, (i) served as a member of the compensation
committee (or other board committee performing similar functions or, in the
absence of any such committee, the board of directors) of another entity outside
the Group, one of whose executive officers served on the Company's Compensation
Committee, (ii) served as a director of another entity outside the Group, one of
whose executive officers served on the Company's Compensation Committee, or
(iii) served as a member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the board
of directors) of another entity outside the Group, one of whose executive
officers served as a director of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past three years,
12
<PAGE> 15
- the Company has loaned funds to Cheng Chung Hing, Ricky and Cheng Tai
Po, the founders and principal shareholders of the Company. The maximum
amount advanced to Cheng Chung Hing, Ricky and Cheng Tai Po during the
past three years was $70,091 and $106,223 respectively. During fiscal
2000, the Company advanced $70,091 to Cheng Chung Hing, Ricky and
$45,857 to Cheng Tai Po respectively. Both of them repaid the amount
before March 31, 2000. All such advances were made on an interest free
basis and without definitive repayment terms.
- the Company has not received advances from any director, executive
officer or shareholder of the Company who is known by the Company to be
beneficial owner of more than 5% of the Company's Common Stock.
- Cheng Chung Hing, Ricky has utilized a leasehold property of the Company
as his personal residence at no cost to him. Since October 11, 1998,
Cheng Tai Po has utilized a leasehold property of the Company as his
personal residence at no cost to him. See "Executive Compensation".
Yuen Ka Lok, Ernest, a director of both the Company and MSIL, the
Chairman of the Compensation Committee and a member of the Audit Committee of
the Board of Directors of the Company, is a partner of Messrs. Yuen & Partners,
one of the legal advisors to the Company. Messrs. Yuen & Partners receives its
standard professional fees in the provision of legal services to the Company.
Alexander Reid Hamilton, Chairman of the Audit Committee of the Board of
Directors of the Company, is a director of MSIL.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
DELOITTE TOUCHE TOHMATSU AS INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Deloitte Touche Tohmatsu as
independent accountants for the fiscal year ended March 31, 2000 and has further
directed that the selection of such independent accountants be submitted for
ratification by the shareholders at the Annual meeting. Deloitte Touche Tohmatsu
will have one or more representatives at the Annual Meeting. Such
representatives will have an opportunity to make a statement, if he or she so
desires, and will be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS
INDEPENDENT ACCOUNTANTS FOR THE COMPANY.
SHAREHOLDERS PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder proposal intended for inclusion in proxy materials for
the 2001 annual meeting of the shareholders must be received in proper form by
the Company at its principal office no later than March 24, 2001.
OTHER MATTERS
The Board of Directors is not aware of any business other than the
aforementioned matters that will be presented for consideration at the Annual
Meeting. If other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote thereon in
accordance with their best judgment.
ANNUAL REPORTS
A copy of the Company's 2000 Annual Report to shareholders, which is the
Company's annual report on Form 10-K for the fiscal year ended March 31, 2000
accompanies this Proxy Statement. The Annual Report is not to be treated as part
of the proxy solicitation material or as having been incorporated by reference
therein.
13
<PAGE> 16
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors
/s/ SOPHIA HO
Sophia Ho
Secretary
Hong Kong
July 4, 2000
14
<PAGE> 17
MAN SANG HOLDINGS, INC.
21/F Railway Plaza
39 Chatham Road South
Tsimshatsui, Kowloon, Hong Kong
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints Cheng Chung Hing, Ricky and Cheng Tai Po, and each
of them, as Proxies, with full power of substitution in each of them, in the
name, place and stead of the undersigned, to vote at an Annual Meeting of
Shareholders (the "Meeting") of Man Sang Holdings, Inc., a Nevada corporation
(the "Company"), on August 2, 2000, at 10:00 a.m., or at any postponements or
adjournments thereof, in the manner designated below, all of the shares of the
Company's common stock that the undersigned would be entitled to vote as if
personally present.
1. GRANTING _____________ WITHHOLDING _____________ authority to vote for the
election as directors of the Company the following nominees:
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
Cheng Chung Hing, Ricky; Cheng Tai Po; Yan Sau Man, Amy; Wong Ka Ming;
Hung Kwok Wing, Sonny; Lai Chau Ming, Matthew and Yuen Ka Lok, Ernest.
2. Proposal to ratify the appointment of Deloitte Touche Tohmatsu as the
Company's independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournments
thereof.
(continued, and to be signed, on other side)
<PAGE> 18
(continued from other side)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE.
IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 2 AND FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS. IF ANY OTHER MATTER SHOULD COME
BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST
JUDGMENT OF PROXIES.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as an attorney, executor,
administrator, trustee, guardian, or corporate officer, please indicate the
capacity in which signing.
Dated : , 2000
--------------------------
-------------------------------------
Signature
-------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
