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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2012

Dec 18, 2012

50106_rns_2012-12-18_e5c4dcbc-4a7e-43f4-a50b-fdc9f5f9a982.pdf

Proxy Solicitation & Information Statement

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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 announcement, 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 announcement.

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)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Nanjing Sample Technology Company Limited (the “ Company ”) shall be held at No.10 Maqun Avenue, Maqun Technology Park, Qixia District, Nanjing City, Jiangsu Province, the People’s Republic of China on Monday, 14 January 2013 at 10:00 a.m. for the purposes of considering, and if thought fit, passing the following resolution:

ORDINARY RESOLUTION

THAT

  • (a) the share transfer agreement (“ Share Transfer Agreement ”) dated 29 November 2012 entered into between Nanjing Sample Technology Company Limited (the “ Company ”) as the vendor and Shanghai Yang Yue Investment Partnership Corporation (limited partnership) 上海仰岳投資合夥 企業(有限合夥) as the purchaser regarding the disposal of the 31% equity interest in Zhong Jian Zhi Kang Supply Chain Service Company Limited (中健之康供應鏈服務有限責任公司), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and

  • (b) the directors of the Company be and are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary, desirable or expedient to implement and give effect to the Share Transfer Agreement and all the transactions contemplated thereunder.”

By Order of the Board

Nanjing Sample Technology Company Limited Sha Min

Chairman

Nanjing, the PRC 19 December 2012

  • for identification purpose only

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Notes:

  1. 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.

  2. 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 Building No. 1, Ruan Jian Chuang Ye Zhong Xin, High Technology Development Region, Qixia District, Nanjing City, Jiangsu Province, the PRC (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.

  3. 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 Building No. 1, Ruan Jian Chuang Ye Zhong Xin, High and New Technology Industrial Development Zone, Nanjing City, Jiangsu Province, the PRC (in case of holders of Domestic Shares) on or before Tuesday, 8 January 2013. The reply slip may be delivered by hand or by post.

  4. The register of members of the Company will be closed from 4 January 2013 (Friday) to 14 January 2013 (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 at the close of trading on 11 January 2013 will be entitled to attend and vote at the EGM convened by the above notice.

  5. 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. Guo Ya Jun, the non-executive Director is Mr. Ma Jun; and the independent non-executive Directors are Mr. Xu Suming, Mr. Li Haifeng and Mr. Shum Shing Kei.

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