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Nanjing Sample Technology Company Limited — AGM Information 2017
May 16, 2017
50106_rns_2017-05-16_5ed86e80-65a7-4d09-a9e3-05179a03e312.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1708)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the EGM of Nanjing Sample Technology Co., Ltd.* (the “ Company ”) will be held at 10:00 a.m. on Monday, 12 June 2017 at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC for the purposes of considering, approving and authorizing the following matters:
AS ORDINARY RESOLUTIONS
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
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Proposal on the approval of the amended and restated rules of procedure of the general meeting, rules of procedures of the meeting of the Board and rules of procedures of the supervisory committee to be effective upon the initial public offering and listing of A Shares
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Proposal on the approval of the amended and restated independent directors rules
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Proposal on the approval of the amended and restated prevention from misappropriation by controlling shareholders and other connected persons
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Proposal on the approval of the amended and restated connected transaction mechanism
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Proposal on the approval of the amended and restated propriety of controlling shareholders and de facto controllers
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Proposal on the approval of the amended and restated measures on external investment management
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Proposal on the approval of the amended and restated policy of accumulative votes
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Proposal on the approval of the amended and restated rules of external guarantee
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AS SPECIAL RESOLUTIONS
To consider and, if thought fit, pass the following resolutions as special resolutions:
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Proposal on the approval of the application for initial public offering and listing of A Shares of the Company
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(1) Type of the securities to be issued;
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(2) Par value;
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(3) Issuance size;
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(4) Target subscribers;
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(5) Method and time of issuance;
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(6) Method of price determination;
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(7) Method of underwriting;
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(8) Place of listing;
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(9) Valid period of the resolution.
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Proposal on the approval of the use of funds to be raised through the A Share Offering and the feasibility analysis report of the investment projects by raised fund
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Proposal on the approval of the distribution of the accumulated undistributed profits before the A Share Offering
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Proposal on the approval of the detailed Shareholders’ return plan within the next three years after the initial public offering (A Shares) and listing
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Proposal on the approval of the amended and restated Articles of Association (draft) (applicable upon the initial public offering and listing of A Shares)
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Proposal on the approval of the price stabilization plan for the A Shares three years after the A Share Offering
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Proposal on the approval of the implementation and undertaking on recovery after dilution of immediate return upon the A Share Offering
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- Proposal on the approval of the authorization by the Shareholders to the Board to deal with all matters in relation to the A Share Offering
By order of the Board Nanjing Sample Technology Co., Ltd. * Sha Min
Chairman
Nanjing, the PRC, 17 May 2017
Notes:
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Any member of the Company (“ Member ”) entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company. In the case of a joint holding, the form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of Members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
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To be valid, a proxy form and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority must be delivered to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or to the Company’s registered office at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the People’s Republic of China (in case of holders of Domestic Shares) not less than 24 hours before the time appointed for the holding of the EGM or 24 hours before the time appointed for taking the poll. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Holders of the H Shares or Domestic Shares who intend to attend the EGM are requested to complete the enclosed REPLY SLIP FOR ATTENDANCE AT THE EXTRAORDINARY GENERAL MEETING and return it to the Company’s Hong Kong H Share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Company’s registered office at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the People’s Republic of China (in case of holders of Domestic Shares) on or before 4:30 p.m., 2 June 2017 (Friday). The reply slip may be delivered by hand or by post.
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The register of members of the Company will be closed from 3 June 2017 (Saturday) to 12 June 2017 (Monday) (both days inclusive), during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company on 2 June 2017 (Friday) will be entitled to attend and vote at the EGM convened by the above notice.
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Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the EGM.
As at the date hereof, the executive Directors are Mr. Sha Min (Chairman), Mr. Chang Yong, Mr. Zhu Xiang; the non-executive Director is Mr. Ma Jun and the independent non-executive Directors are Mr. Shum Shing Kei, Mr. Gao Lihui and Mr. Hu Hanhui.
- For identification purposes only
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