NEWSTATE HOLDINGS INC
DEF 14A, EX-99, 2000-10-06
SEMICONDUCTORS & RELATED DEVICES
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                             NEWSTATE HOLDINGS, INC.

                                      PROXY

                     FOR THE ANNUAL MEETING OF STOCKHOLDERS

                           Thursday, November 9, 2000

                  SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

            The undersigned hereby appoints JIN K. KIM and SUN W. YOUNG and each
of them,  as Proxy,  each with full  power of  substitution,  to vote all of the
stock of  NewState  Holdings,  Inc.  standing in the  undersigned's  name at the
Annual  Meeting of  Stockholders  of NewState  Holdings,  Inc. to be held at the
offices of Pitney,  Hardin,  Kipp & Szuch LLP, 711 Third Avenue,  New York,  New
York 10017 on  Thursday,  November 9, 2000 at 9:00 a.m.  local time,  and at any
adjournment  thereof.  The  undersigned  hereby  revokes  any  and  all  proxies
heretofore given with respect to such meeting.

            This  proxy  will be voted  as  specified  below.  If no  choice  is
specified,  the  proxy  will be voted FOR the  election  of the 4  nominees  for
director listed in the Proxy Statement.

            Please date, sign, and mail your proxy card in the envelope provided
as soon as possible.

                               (see reverse side)


<PAGE>



1.          ELECTION OF 4 DIRECTORS
            Management Recommends a Vote FOR the Nominees Listed Below

            /       / FOR the nominees listed below (except as marked to the
             ------   contrary below):

            /       / FOR ALL nominees except: ______________________________
                      ___________________
            -------
                      (Instructions:  To  withhold  authority  to  vote  for any
                      individual  nominee(s)  write that  nominee's  name on the
                      above line.)

            /      /  WITHHOLD AUTHORITY to vote for all nominees listed below
            -------

            Ernest B. Kim, Jin K. Kim, Sun W. Young, and A. Sungil Noh

2.          In their discretion, upon such other matters as may properly come
            before the meeting.

                                                  Dated:  ________________, 2000


                             --------------------------------------
                             Signature

                             --------------------------------------
                             Signature

                      (Please sign exactly as your name appears. When signing as
                      an executor, administrator, guardian, trustee or attorney,
                      please   give  your   title  as  such.   If  signer  is  a
                      corporation,  please sign the full corporate name and then
                      an authorized  officer  should sign his name and print his
                      name and title below his signature. If the shares are held
                      in joint name, all joint owners should sign.)

                      PLEASE DATE, SIGN AND RETURN PROMPTLY
                            IN THE ENVELOPE PROVIDED



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