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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2013

Dec 9, 2013

50106_rns_2013-12-09_4920a60d-cf6d-4af0-b2a4-47fbf551e4ca.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)

Revised Form of proxy for use at the Extraordinary General Meeting (the “2013 EGM”) to be convened on Thursday, 26 December 2013

I/We (Note 1)

holder(s) of

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

Sample Technology Company Limited* (the “Company”) HEREBY APPOINT (Note 3) of (Note 3) , or failing which, the chairman of the 2013 EGM to act as my/our proxy in respect of (Note 4) H Shares/Domestic Shares in the share capital of the Company held by me/us to attend and act for me/us at the 2013 EGM to be held at No. 10 Maqun Avenue, Maqun Technology Park, Qixia District, Nanjing City, Jiangsu Province, People’s Republic of China on Thursday, 26 December 2013 at 10:00 a.m. or at any adjournment thereof and to vote on my/our behalf at the 2013 EGM 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 ResolutionsFor(Note 5)Against(Note 5)Abstention(Note 5)1.To approve the proposed amendments to the terms of the proposed issue ofA shares2.To approve the proposed further extension of the validity period of theshareholders’ approval and the authorisation to the board of directors forproposed issue of A sharesAdditional Special ResolutionFor(Note 5)Against(Note 5)Abstention(Note 5)3.To approve the amendments to the Articles of Association of the Company

Dated this day of , 2013 Signature: (Note 6 & 7)

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 2013 EGM WILL ACT AS YOUR PROXY . A proxy need not be a member of the Company, but must attend the 2013 EGM or at any adjournment in person to represent you.

  2. 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).

  3. 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.

  4. 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.

  5. This revised 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.

  6. To be valid, the revised 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 H Share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, 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, People’s Republic of China in case of holders of Domestic Shares, no later than 24 hours before the convening of the 2013 EGM. This revised form of proxy may be returned by way of post.

  7. ANY ALTERATION MADE IN THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. 10. A Shareholder who has not yet lodged the proxy form (the “First Form of Proxy”) in accordance with the instructions printed thereon, which was already sent to shareholders together with the Company’s circular dated 21 November 2013, is requested to lodge the Revised Form of Proxy if he or she wishes to appoint proxies to attend the 2013 EGM on his or her behalf. In this case, the First Form of Proxy should not be lodged.

  8. A Shareholder who has already lodged the First Proxy Form in accordance with the instructions printed thereon should note that: (i) If no Revised Form of Proxy is lodged in accordance with the instructions printed thereon, the First Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed. The proxy appointed under the First Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the 2013 EGM, including the additional proposed resolution as set out in this supplemental notice.

(ii) If the Revised Form of Proxy is lodged in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the 2013 EGM (the “Closing Time”), the Revised Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed.

  • (iii) If the Revised Form of Proxy is lodged after the Closing Time, the Revised Form of Proxy will be deemed invalid. It will not revoke the First Form of Proxy previously lodged by the Shareholder. The First Form of Proxy will be treated as a valid form of proxy if duly completed. The proxy appointed under the First Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the 2013 EGM, including the additional proposed resolution as set out in this supplemental notice.
  1. Shareholders are reminded that completion and return of the First Form of Proxy and/or the Revised Form of Proxy will not preclude them from attending and voting in person at the 2013 EGM or any adjournment thereof.

* for identification purpose only