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Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2013
Nov 20, 2013
50106_rns_2013-11-20_8763f011-2fba-4ff3-9912-7d45f62283ff.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.
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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 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 Thursday, 26 December 2013 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 21 November 2013.
SPECIAL RESOLUTIONS
- “ 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 2013 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 2013, 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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- “ 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 further extended for 12 months from 26 December 2013 to 25 December 2014.”
By Order of the Board Nanjing Sample Technology Company Limited Sha Min* Chairman
Nanjing, the PRC 21 November 2013
* for identification purpose only
Notes:
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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.
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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.
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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, 13 December 2013. The reply slip may be delivered by hand or by post.
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The register of members of the Company will be closed from 9 December 2013 (Monday) to 26 December 2013 (Thursday) (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 6 December 2013 (Friday) will be entitled to attend and vote at the Class Meeting for holders of Domestic Shares convened by the above notice.
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Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the Domestic Shares Class Meeting.
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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. Geng Nai Fan and Mr. Shum Shing Kei.
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