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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2012

Jun 21, 2012

50106_rns_2012-06-21_d9cc6b2e-2c07-440f-8d37-d8a277f90524.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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 EXTRAORDINARY GENERAL MEETING

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 on Friday, 10 August 2012 at 10:00 a.m. for the purposes of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTION

THAT the equity transfer agreement dated 24 May 2012 (as amended by a supplemental agreement dated 19 June 2012) entered into between Nanjing Sample Technology Company Limited (the “ Company ”) as purchaser and Nanjing Sample Digital Technology Co., Ltd.(南京三寶數碼科技有限 公司); as vendor for the Company’s acquisition of 13.83% equity interest in Nanjing City Information Investment Holding Co., Ltd.(南京市信息化投資控股有限公司); at a total consideration of RMB24,400,000 (a copy of which is produced to the meeting marked “A” and initialed by the chairman of the meeting for identification purpose) and the transactions contemplated thereby be and are hereby confirmed, approved and ratified, and the directors of the Company be and are hereby authorised to take such actions and execute such documents as they may consider necessary or desirable to carry out and complete the transactions thereunder.”

SPECIAL RESOLUTION

THAT the changes in the amendments to the articles of association of the Company (the “ Articles of Association ”) as set out in the amended Articles of Association (a copy of which is produced to the meeting marked “B” and initialed by the chairman of the meeting for identification purpose) be approved and adopted by the Company with effect from (i) the completion of the Issue of A Shares; and (ii) obtaining the required approval or endorsement from or the registration with relevant regulatory authorities, and that the board of directors of the Company (the “ Board ”) be authorised to modify the wordings of such Articles of Association as appropriate and to take all such actions and execute all such documents or instruments for and on behalf of the Company as the Board may, in its absolute

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discretion, consider necessary or expedient in order to effect the issue of A shares by the Company, and to deal with other related issues arising from or relating to the changes in the amendments to the Articles of Association accordingly.”

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

Chairman

Nanjing, the PRC 22 June 2012

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, 20 July 2012. The reply slip may be delivered by hand or by post.

  4. The register of members of the Company will be closed from 10 July 2012 (Tuesday) to 10 August 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 9 August 2012 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 of this announcement, 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.

* For identification purpose only

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