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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2011

Nov 14, 2011

50106_rns_2011-11-14_7097106d-d961-4fd4-ad87-fe19fff2b24d.pdf

Proxy Solicitation & Information Statement

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南京三寶科技股份有限公司 NANJING SAMPLE TECHNOLOGY COMPANY LIMITED*

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1708)

Form of proxy for use at the Class Meeting for holders of Domestic Shares (the “Class Meeting”) to be convened on Friday, 30 December 2011

of (Note 1) being the registered (Note 2) Domestic Shares of the Nanjing

I/We (Note 1)

holder(s) of Sample Technology Company Limited* (the “Company”) HEREBY APPOINT (Note 3) of

(Note 3) , or failing (Note 4)

which, the chairman of the Class Meeting to act as my/our proxy in respect of (Note 4) Domestic Shares in the share capital of the Company held by me/us to attend and act for me/us at the Class Meeting to be held at No. 10 Maqun Avenue, Maqun Technology Park, Qixia District, Nanjing City, Jiangsu Province, People’s Republic of China on Friday, 30 December 2011 at 11:00 a.m. or at any adjournment thereof and to vote on my/our behalf at the Class Meeting or at any adjournment in respect of the following resolutions as indicated hereunder or, if no indication is given, to vote or abstain from voting as my/our proxy thinks fit.

Special Resolutions (Note 5) For
(Note 6)
Against
(Note 6)
Abstention
(Note 6)
1. To approve the allotment and issue of A shares by the Company in the PRC
(i) Class and nominal value of new shares to be issued
(ii) Number of A Shares to be issued
(iii) Basis for determination of the issue price
(iv) Target subscribers
(v) Proposed stock exchange for listing
(vi) Method and time of issue
(vii) Use of proceeds
(viii) Distribution plan of accumulated undistributed profits
(ix) Validity of the resolution
(x) Authorisation to the board of directors

Dated this day of , 2011 Signature: (Note 7 & 8)

Notes:

  1. Please insert full name(s) and address(es) as recorded in the register of members of the Company in BLOCK LETTERS .

  2. Please insert the total number of shares of the Company registered in your name(s).

  3. Please insert the name and address of the person that you wish to appoint as your proxy. IF NO NAME AND ADDRESS IS INSERTED, THE CHAIRMAN OF THE CLASS MEETING WILL ACT AS YOUR PROXY . A proxy need not be a member of the Company, but must attend the Class Meeting or at any adjournment in person to represent you.

  4. Please indicate clearly the number of shares in the Company register in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy is deemed to be appointed in respect of all the shares in the Company registered in your name(s).

  5. A special resolution shall be passed by an affirmative vote of more than two-thirds of the Company’s total voting shares held by the members who are present at the same meeting (including proxies).

  6. If you wish to vote for any resolution, please tick (“✓”) in the box marked “For.” If you wish to vote against any resolution, please tick (“✓”) in the box marked “Against.” If you wish to abstain from voting, please tick (“✓”) in the box marked “Abstention.” Abstention votes or abstention from voting will not be regarded as having voting rights for the purpose of vote counts. If you wish the appointed proxy to vote on behalf of only a portion of the shares in respect of which the proxy is so appointed, please indicate the exact number of shares in the relevant column instead of inserting a tick (“✓”). If no tick (“✓”) is inserted in the column or no number of shares to be voted is indicated, the proxy may vote or abstain from voting at his discretion.

  7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. Only one of the joint holders needs to sign.

  8. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal of under the hand of any director or attorney duly authorized in writing.

  9. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or other authority must be deposited at the Company’s registered office at Building No. 1, Ruan Jian Chuang Ye Zhong Xin, High and New Technology Industrial Development Zone, Nanjing City, Jiangsu Province, People’s Republic of China, no later than 24 hours before the convening of the Class Meeting. This form of proxy may be returned by way of post.

  10. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  11. Completion and return of this from of proxy will not preclude you from attending and voting at the Class Meeting or at any adjournment if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.

* for identification purpose only