Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2012

Nov 15, 2012

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in 南京三寶科技股份有限公司 (Nanjing Sample Technology Company Limited*) (the “Company”), you should at once hand this circular, together with the accompanying proxy forms and reply slips, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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)

(1) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE SHAREHOLDERS’ APPROVAL FOR PROPOSED ISSUE OF A SHARES AND

(2) PROPOSED AMENDMENTS TO THE TERMS OF THE PROPOSED ISSUE OF A SHARES

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

(4) NOTICES OF THE CLASS MEETINGS

A notice convening the EGM of the Company to be held at No. 10 Maqun Avenue, Maqun Technology Park, Qixia District, Nanjing City, Jiangsu Province, the PRC at 10:00 a.m. on Friday, 28 December 2012 and notices convening the class meetings of the Company to be held at the same place and on the same day, are set out on pages 13 to 15 on this circular.

A proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s H Shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares only) 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 (for the holders of the Domestic Shares only), as soon as possible but in any event not less than 24 hours before the respective time fixed for holding the EGM or any adjournment thereof. Completion and delivery of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

This circular will remain on the website of The Stock Exchange of Hong Kong Limited at http:// www.hkex.com.hk on the “Latest Company announcements” page for at least 7 days from the date of its posting.

• for identification purpose only

15 November 2012

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . .	5
APPENDIX – DETAILS OF SHAREHOLDERS’ APPROVAL AND
AUTHORISATIONS PROPOSED TO BE EXTENDED . . . . . . . . . .		8
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . .	12
NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES	. . . . . . . . . . . .	14
**NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC **	SHARES . . . .	16

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “2011 General Meetings”

• the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011

• “A Share(s)” the share(s) with a nominal value of RMB1.00 each in the share capital of the Company to be issued and listed on the Shenzhen Stock Exchange

• “Amendments” the amendments to the terms of the proposed Issue of A Shares in relation to the proposed distribution plan of accumulated undistributed profits

• “Articles of Association” the articles of association of the Company, as may be amended from time to time

• “associate(s)” has the meaning as defined in the Listing Rules

• “Board” the board of Directors

• “Class Meetings”

the class meeting for holders of H Shares to be held immediately after the conclusion of the EGM, and the class meeting for holders of Domestic Shares to be held immediately after the conclusion of the said class meeting for holders of H Shares, or any adjourned meeting thereof respectively

“Company” Nanjing Sample Technology Company Limited* （南京三寶科技股份有限公司）, a joint stock limited company incorporated in the PRC with limited liability and whose H Shares are currently listed on the main board of the Stock Exchange (Stock Code: 1708)

• “CSRC”

China Securities Regulatory Committee （中國證券監督管理委員會）

• “Director(s)” the director(s) of the Company

• “Domestic Share(s)”

the ordinary domestic share(s) of nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for in RMB, and all of such Shares are not listed on the Stock Exchange

– 1 –

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company to be held at 10:00 a.m. on Friday, 28 December 2012 at No. 10 Maqun Avenue, Maqun Technology Park, Qixia District, Nanjing City, Jiangsu Province, the PRC, to consider, and if thought fit, to approve, inter alia, the proposed Extension and Amendments

• “Extension” the extension of the validity period of the Shareholders’ approval for the Issue of A Shares and the authorizations granted to the Board by the Shareholders in connection with the proposed Issue of A Shares at the 2011 General Meetings

• “Group” the Company and its subsidiaries

• “H Shares”

  • the overseas listed foreign invested shares of nominal value of RMB1.00 each in the share capital of the Company, which are listed on the main board of the Stock Exchange and subscribed for and traded in Hong Kong Dollars

• “HK$” or Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong Dollars”

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue of A Shares” the proposed issue of not more than 73,900,000 A Shares with a nominal value of RMB1.00 each to natural persons, legal persons and other institutional investors recognized by the CSRC, who maintain A Share account with the China Securities Depository and Clearing Corp. Ltd., Shenzhen Branch (except those prohibited by PRC laws and regulations and other regulatory requirements to which the Company is subject to)

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• the People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “RMB”

• Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, modified and supplemented from time to time “Share(s)” the Domestic Shares and H Shares “Shareholders” holders of the Shares, including holders of the Domestic Shares and the H Shares, unless specified otherwise “Stock Exchange” The Stock Exchange of Hong Kong Limited

• for identification purpose only

– 3 –

LETTER FROM THE BOARD

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)

Executive Directors Mr. Sha Min Mr. Chang Yong Mr. Guo Ya Jun

Non-executive Director Mr. Ma Jun

Independent non-executive Directors Mr. Xu Suming Mr. Li Haifeng Mr. Shum Shing Kei

Registered Office: Building No. 1, Ruan Jian Chuang Ye Zhong Xin, High and New Technology Industrial Development Zone Nanjing City Jiangsu Province PRC

Principal place of business in Hong Kong: Room 3112A, 31/F Shun Tak Centre 168-200 Connaught Road Central Hong Kong

15 November 2012

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE SHAREHOLDERS’ APPROVAL FOR PROPOSED ISSUE OF A SHARES AND

(2) PROPOSED AMENDMENTS TO THE TERMS OF THE PROPOSED ISSUE OF A SHARES

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND

(4) NOTICES OF THE CLASS MEETINGS

1. INTRODUCTION

References are made to (i) the circular of the Company dated 14 November 2011; and (ii) the announcements of the Company dated 30 December 2011 and 7 November 2012 in relation to, among other things, the proposed Issue of A Shares.

– 4 –

LETTER FROM THE BOARD

2. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE SHAREHOLDERS’ APPROVAL FOR PROPOSED ISSUE OF A SHARES

At the 2011 General Meetings, the Shareholders approved, among other things, the proposed Issue of A Shares and granted the Board the authority to proceed with the proposed Issue of A Shares for a period of 12 months commencing from the date when the special resolutions approving the proposed Issue of A Shares were passed at the 2011 General Meetings.

As the validity period of the Shareholders’ approval will expire on 29 December 2012 and in order to ensure that the Board will be able to handle all relevant matters regarding the proposed Issue of A Shares as set out in the circular of the Company dated 14 November 2011, the Board proposes that the validity period of the Shareholders’ approval for the proposed Issue of A Shares and the authorization granted to the Board in relation to the proposed Issue of A Shares shall be extended for another 12 months commencing from the date of passing the relevant special resolutions at the upcoming EGM and Class Meetings.

3. PROPOSED AMENDMENTS TO THE TERMS OF THE PROPOSED ISSUE OF A SHARES – DISTRIBUTION PLAN OF ACCUMULATED UNDISTRIBUTED PROFITS

The special resolution for the proposed Issue of A Shares as approved by the Shareholders at the 2011 General Meetings contains the following terms in relation to the distribution plan of accumulated undistributed profits:

“(viii) Prior to this public issue of A Shares, the Company may distribute its profit available for distribution for 2011 in accordance with relevant laws, regulations and the Articles of Association. After the completion of the public issue of A Shares, all shareholders of the Company will be entitled to the undistributed profits carried forward after implementation of the distribution plan for the profits of 2011, and the profits arising prior to the Issue of A Shares. Holders of A Shares shall not be entitled to any dividend declared prior to completion of the Issue of A Shares.”

In view of the Extension, the Board proposes that the terms of the proposed Issue of A Shares in relation to the distribution plan of accumulated undistributed profits shall be amended and substituted by the following:

“Prior to this public issue of A Shares, the Company may distribute its profit available for distribution for 2012 in accordance with relevant laws, regulations and the Articles of Association. After the completion of the public issue of A Shares, all shareholders of the Company will be entitled to the undistributed profits carried forward after implementation of the distribution plan for the profits of 2012, and the profits arising prior to the Issue of A Shares. Holders of A Shares shall not be entitled to any dividend declared prior to completion of the Issue of A Shares.”

Details of the proposed Extension and the principal terms and conditions of the Issue of A Shares (as amended by the Amendments) are set out in the Appendix to this circular.

– 5 –

LETTER FROM THE BOARD

4. EGM AND CLASS MEETINGS

Special resolutions to consider and approve the proposed Extension and the proposed Amendments will be proposed at the EGM and the Class Meetings.

The EGM and the Class Meetings will be convened at 10:00 a.m. on Friday, 28 December 2012 at No. 10 Maqun Avenue, Maqun Technology Park, Qixia District, Nanjing City, Jiangsu Province, the PRC. The notice of the EGM and notices of Class Meetings are set out on page 13 to page 19 of this circular.

No Shareholder is required to abstain from voting in connection with the above resolutions, which will be put to vote at the EGM, under the Listing Rules.

Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy despatched to you on Thursday, 15 November 2012 in accordance with the instructions printed thereon. The proxy form should be returned to the Company’s Hong Kong H share registrar and transfer office, Computershare Hong Kong Investor Services Limited, 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, 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) as soon as possible but in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to vote at the EGM in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATIONS

The Board considers that the proposed Extension and Amendments are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions which will be proposed at the EGM and the Class Meetings.

– 6 –

LETTER FROM THE BOARD

6. GENERAL

Further details about the Issue of A Shares will be disclosed by the Company in the PRC when the Issue of A Shares materializes and appropriate disclosure will be made by the Company in Hong Kong concurrently in accordance with the Listing Rules.

Your faithfully, By order of the Board 南京三寶科技股份有限公司 Nanjing Sample Technology Company Limited* Sha Min

Chairman

• for identification purpose only

– 7 –

APPENDIX

DETAILS OF SHAREHOLDERS’ APPROVAL AND AUTHORISATIONS PROPOSED TO BE EXTENDED

• (i) Class and nominal value A Shares with a nominal value of RMB1.00 each in of new Shares to be the share capital of the Company. issued

• (ii) Number of A Shares to Not more than 73,900,000 A Shares with a nominal be issued value of RMB1.00 each.

The final number of A Shares to be issued and the structure of such issue shall be subject to approval by the CSRC and other relevant regulatory authorities in the PRC, and subject to adjustment (if any) which may be made by the Board as authorised by the Shareholders at the EGM and the Class Meetings and within the range approved by the CSRC having regard to the relevant circumstances.

• (iii) Basis for determination of the issue price

• Subject to the approval of the CSRC for the Issue of A Shares, the issue price range of the A Shares will be determined on the basis of market conditions prevailing in the PRC securities market at the time of the issue of A Shares by way of market consultation or any such other price determination method(s) as approved by the CSRC.

• (iv) Target subscribers The target subscribers of the Issue of A Shares are natural persons, legal persons and other institutional investors recognised by the CSRC, who maintain A Share account with the China Securities Depository and Clearing Corp. Ltd., Shenzhen Branch (except those prohibited by PRC laws and regulations and other regulatory requirements to which the Company is subject to).

• (v) Proposed stock exchange The Shenzhen Stock Exchange. for listing

• (vi) Method and time of The issue will be conducted via placement through issue offline offering to investors subject to market consultation and online application of public offering shares, or such other method(s) as approved by the CSRC, and will be issued within 6 months after the approval of such issue by the CSRC.

– 8 –

APPENDIX

(vii) Use of proceeds

The Company intends to apply the proceeds in the following projects with a total estimated investment amount of approximately RMB476.21 million:

• (1) the development and marketing project for cognitive transportation projects, with an investment amount of RMB157.50 million;

• (2) the upgrade project of logistics monitoring product with internet of things (IOT)-based technology, with an investment amount of RMB98.71 million;

• (3) R&D and industrialisation project of front-end intelligent equipment of IOT, with an investment amount of RMB100 million; and

• (4) the construction project of research center for RFID system technology, with an investment amount of RMB120 million.

The Company may, in accordance with the actual circumstances and the progress of the above projects, utilize its internal resources or raise bank loans to finance the aforesaid projects prior to the completion of the Issue of A Shares, and to repay the funds raised and already applied by the Company and the Group in developing such projects upon completion of the Issue of A Shares.

In the event the proceeds from the Issue of A Shares are not sufficient to finance the above projects, the shortfall will be covered by internal resources or bank loans to be raised by the Group. In case the actual proceeds of the Issue of A Shares exceed the estimated investment amount mentioned above, the surplus will be used to supplement the liquidity of the Company.

– 9 –

APPENDIX

• (viii) Distribution plan of Prior to this public issue of A Shares, the Company accumulated may distribute its profit available for distribution for undistributed profits 2012 in accordance with relevant laws, regulations and the Articles of Association. After the completion of the public issue of A Shares, all shareholders of the Company will be entitled to the undistributed profits carried forward after implementation of the distribution plan for the profits of 2012, and the profits arising prior to the Issue of A Shares. Holders of A Shares shall not be entitled to any dividend declared prior to completion of the Issue of A Shares.

• (ix) Validity of the resolution The resolution for the Issue of A Shares shall be effective for a period of 12 months commencing from the date on which this resolution is passed at the EGM and at the Class Meetings.

• (x) Authorisation to the The Board be authorised in the EGM and the Class Board Meetings to take all such actions and to sign/execute all such documents or instruments for and on behalf of the Company as may be necessary or expedient and make arrangements for all specific matters relating to, in connection with, or to effect, the Issue of A Shares, in accordance with the relevant requirements of the CSRC, the Stock Exchange and the Shenzhen Stock Exchange. The authorisation proposed to be granted to the Board shall include without limitation:

• (1) to be responsible for and to effect the listing proposal of this issue, including without limitation, to determine the timing of issue, the number of A Shares to be issued, the issue price and its determination mechanism, the structure of the issue, the target subscribers of the A Shares, the method of issue, the stock exchange to be listed and other related application procedures and formalities subject to the relevant requirements under the relevant rules and regulations and the relevant securities rules, and pursuant to the listing proposal of this issue as approved by the Shareholders at the EGM and the Class Meetings;

– 10 –

APPENDIX

• (2) to deal with all filing and application matters relating to or in connection with the listing of this issue, including without limitation, applying for approval to, register with, filing with, seeking licences and consents from relevant governmental and regulatory authorities, the relevant stock exchange and securities clearing institution; to approve, sign, execute, amend or complete any agreement, contract or necessary document relating to the listing of this issue (including without limitation, offering circular, prospectus, sponsor agreement, underwriting agreement, listing agreement and all kinds of announcement and notice to the shareholders of the Company);

• (3) to adjust and amend the proposal for the listing of this issue according to implementation of the listing proposal of this issue, market conditions, policies adjustments and comments from governmental and regulatory authorities;

• (4) to make necessary or appropriate adoption of and amendments to the relevant provisions of the articles of association of the Company, the rules of procedures and internal rules of the Company relating to, in connection with the listing of this issue, and to deal with the application for approval, and the change of business registration, the filing and registration with relevant governmental authorities;

• (5) to make necessary or appropriate adoption of and amendments to the articles of association of the Company, the rules of procedures and internal rules of the Company in the event they conflict with the regulatory rules or documents promulgated by the CSRC and/or the relevant stock exchange, or in accordance with the comments from the CSRC and/or the relevant stock exchange;

– 11 –

APPENDIX

• (6) to deal with all matters in relation to the application or the use of net proceeds from the Issue of A Shares subject to the approval of the CSRC, including without limitation, to utilize the internal resources or raise bank loans to finance its projects prior to the completion of the Issue of A Shares, and to repay the funds raised and already applied by the Company and the Group in developing such projects upon completion of the Issue of A Shares; to adjust and amend related matters according to the actual circumstances and comments from relevant governmental authorities in the course of implementation in financing and investing in the projects, including without limitation: to adjust the budget for each project already included in the scope of investment by application of proceeds (including adjusting the number of projects), the subject, progress and means of implementation, etc.; to confirm the specific saving account for the proceeds; other project related matters in relation to the implementation of the application of the proceeds after the completion of the listing of this issue, including the signing and execution of any agreement, contract or other documents relating to the application of the proceeds; to finance the projects with internal resources or bank loans in the event the proceeds is not sufficient to finance the projects, and to apply any surplus to supplement the liquidity of the Company;

• (7) to engage relevant intermediaries and to liaise and agree on their respective remuneration; and

• (8) to process all related matters in connection with the Issue of A Shares, take all such actions as may be necessary or expedient and to determine and make arrangements for all specific matters relating to or in connection with the Issue of A Shares as permitted by the relevant laws and regulations.

The authorisation, if approved by the Shareholders at the EGM and the Class Meetings, shall be effective for a period of 12 months commencing from the date on which such approval is obtained.

– 12 –

NOTICE OF EGM

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 PRC at 10:00 a.m. on Friday, 28 December 2012 for the purposes of considering, and if thought fit, passing the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 15 November 2012.

SPECIAL RESOLUTIONS

1. “ THAT the paragraph headed “(viii) Distribution plan of accumulated undistributed profits” in the principal terms and conditions of the Issue of A Shares set out in the special resolutions approved by the Shareholders at the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011 be amended and substituted by the following:

(viii) Distribution plan of accumulated undistributed profits

Prior to this public issue of A Shares, the Company may distribute its profit available for distribution for 2012 in accordance with relevant laws, regulations and the Articles of Association. After the completion of the public issue of A Shares, all shareholders of the Company will be entitled to the undistributed profits carried forward after implementation of the distribution plan for the profits of 2012, and the profits arising prior to the Issue of A Shares. Holders of A Shares shall not be entitled to any dividend declared prior to completion of the Issue of A Shares.”

– 13 –

NOTICE OF EGM

1. “ THAT the Shareholders’ approval for the Issue of A Shares (as amended by the Amendments set out in Special Resolution No.1 above) and the authorisations granted to the Board for taking all such actions in connection with the Issue of A Shares as set out in the paragraph headed “(x) Authorisation to the Board” in the principal terms and conditions of the Issue of A Shares set out in the special resolutions passed by the Shareholders at the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011 be extended for 12 months from 28 December 2012 to 27 December 2013.”

By Order of the Board Nanjing Sample Technology Company Limited* Sha Min Chairman

Nanjing, the PRC 15 November 2012

• for identification purpose only

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 Friday, 7 December 2012. The reply slip may be delivered by hand or by post.

4. The register of members of the Company will be closed from 28 November 2012 (Wednesday) to 28 December 2012 (Friday) (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 27 November 2012 (Tuesday) will be entitled to attend and vote at the EGM convened by the above notice.

– 14 –

NOTICE OF EGM

1. 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.

– 15 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

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 CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that a class meeting for holders of H shares (the “ H Shares Class Meeting ”) 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 PRC at 10:30 a.m. (or immediately after the extraordinary general meeting of the Company to be convened and held on the same day and at the same place) on Friday, 28 December 2012 for the purposes of considering, and if thought fit, passing the following resolutions Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 15 November 2012.

SPECIAL RESOLUTIONS

1. “ THAT the paragraph headed “(viii) Distribution plan of accumulated undistributed profits” in the principal terms and conditions of the Issue of A Shares set out in the special resolutions approved by the Shareholders at the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011 be amended and substituted by the following:

(viii) Distribution plan of accumulated undistributed profits

Prior to this public issue of A Shares, the Company may distribute its profit available for distribution for 2012 in accordance with relevant laws, regulations and the Articles of Association. After the completion of the public issue of A Shares, all shareholders of the Company will be entitled to the undistributed profits carried forward after implementation of the distribution plan for the profits of 2012, and the profits arising prior to the Issue of A Shares. Holders of A Shares shall not be entitled to any dividend declared prior to completion of the Issue of A Shares.”

– 16 –

NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

1. “ THAT the Shareholders’ approval for the Issue of A Shares (as amended by the Amendments set out in Special Resolution No.1 above) and the authorisations granted to the Board for taking all such actions in connection with the Issue of A Shares as set out in the paragraph headed “(x) Authorisation to the Board” in the principal terms and conditions of the Issue of A Shares set out in the special resolutions passed by the Shareholders at the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011 be extended for 12 months from 28 December 2012 to 27 December 2013.”

By Order of the Board Nanjing Sample Technology Company Limited* Sha Min Chairman

Nanjing, the PRC 15 November 2012

• for identification purpose only

Notes:

1. Any holder of H shares of the Company (“ Member ”) entitled to attend and vote at the H Share Class Meeting 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 deposited at 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 (“ H Share Registrar ”) not less than 24 hours before the time appointed for the holding of the H Shares Class Meeting 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 who intend to attend the Class Meeting for holders of H Shares are requested to complete the enclosed REPLY SLIP FOR ATTENDANCE AT THE CLASS MEETING FOR HOLDERS OF H SHARES 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 on or before Friday, 7 December 2012. The reply slip may be delivered by hand or by post.

4. The register of members of the Company will be closed from 28 November 2012 (Wednesday) to 28 December 2012 (Friday) (both days inclusive), during which period no transfer of Shares will be effected. Holders of H Shares whose names appear on the register of members of the Company at the close of trading on 27 November 2012 (Tuesday) will be entitled to attend and vote at the Class Meeting for holders of H Shares 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 H Shares Class Meeting.

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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NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

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 CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that a class meeting for holders of domestic shares (the “ Domestic Shares Class Meeting ”) 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 PRC at 11:00 a.m. (or immediately after the class meeting for holders of H shares of the Company to be convened and held on the same day and at the same place) on Friday, 28 December 2012 for the purposes of considering, and if thought fit, passing the following resolutions Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 15 November 2012.

SPECIAL RESOLUTIONS

1. “ THAT the paragraph headed “(viii) Distribution plan of accumulated undistributed profits” in the principal terms and conditions of the Issue of A Shares set out in the special resolutions approved by the Shareholders at the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011 be amended and substituted by the following:

(viii) Distribution plan of accumulated undistributed profits

Prior to this public issue of A Shares, the Company may distribute its profit available for distribution for 2012 in accordance with relevant laws, regulations and the Articles of Association. After the completion of the public issue of A Shares, all shareholders of the Company will be entitled to the undistributed profits carried forward after implementation of the distribution plan for the profits of 2012, and the profits arising prior to the Issue of A Shares. Holders of A Shares shall not be entitled to any dividend declared prior to completion of the Issue of A Shares.”

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NOTICE OF CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES

1. “ THAT the Shareholders’ approval for the Issue of A Shares (as amended by the Amendments set out in Special Resolution No.1 above) and the authorisations granted to the Board for taking all such actions in connection with the Issue of A Shares as set out in the paragraph headed “(x) Authorisation to the Board” in the principal terms and conditions of the Issue of A Shares set out in the special resolutions passed by the Shareholders at the extraordinary general meeting and the respective class meetings for holders of H Shares and holders of the Domestic Shares which were held on 30 December 2011 be extended for 12 months from 28 December 2012 to 27 December 2013.”

By Order of the Board Nanjing Sample Technology Company Limited* Sha Min Chairman

Nanjing, the PRC 15 November 2012

• for identification purpose only

Notes:

1. Any holder of domestic shares of the Company (“ Member ”) entitled to attend and vote at the Domestic Shares Class Meeting 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 registered office at Building No. 1, Ruan Jian Chuang Ye Zhong Xin, High Technology Development Region, Qixia District, Nanjing City, Jiangsu Province, the PRC not less than 24 hours before the time appointed for the holding of the Domestic Shares Class Meeting 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 Domestic Shares who intend to attend the Class Meeting for holders of Domestic Shares are requested to complete the enclosed REPLY SLIP FOR ATTENDANCE AT THE CLASS MEETING FOR HOLDERS OF DOMESTIC SHARES and return it to 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 on or before Friday, 7 December 2012. The reply slip may be delivered by hand or by post.

4. The register of members of the Company will be closed from 28 November 2012 (Wednesday) to 28 December 2012 (Friday) (both days inclusive), during which period no transfer of Shares will be effected. Holders of Domestic Shares whose names appear on the register of members of the Company at the close of trading on 27 November 2012 (Tuesday) will be entitled to attend and vote at the Class Meeting for holders of Domestic Shares 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 Domestic Shares Class Meeting.

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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