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Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2014
Dec 1, 2014
50106_rns_2014-12-01_5e3991f0-9901-4843-a3de-b77c80686636.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.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Nanjing Sample Technology Company Limited*.
南京三寶科技股份有限公司 NANJING SAMPLE TECHNOLOGY COMPANY LIMITED *
(a joint stock limited company established in the People’s Republic of China with limited liability) (Stock Code: 1708)
DESPATCH OF THE CIRCULAR IN RELATION TO
(1) CONNECTED TRANSACTION – PROPOSED SUBSCRIPTION OF NEW DOMESTIC SHARES BY NANJING SAMPLE TECHNOLOGY GROUP COMPANY LIMITED; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(3) APPLICATION FOR WHITEWASH WAIVER
Reference is made to the announcements dated 21 October 2014 and 11 November 2014 issued by the Company (the “ Announcements ”). Capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements.
The circular in relation to, among other things, (i) details of the Domestic Shares Subscription, the Domestic Shares Subscription Agreement, the Whitewash Waiver, the specific mandate, and the proposed amendments to the Articles; (ii) a letter of recommendation from the Independent Board Committee for the Share Subscription to the Independent Shareholders on the Domestic Shares Subscription, the Domestic Shares Subscription Agreement, the specific mandate, and the amendments to the Articles; (iii) a letter of recommendation from the Independent Board Committee for the Whitewash Waiver to the Independent Shareholders on the Domestic Shares Subscription, Domestic Shares Subscription Agreement, the specific mandate, the amendments to the Articles and the Whitewash Waiver; and (iv) a letter of advice by an independent financial adviser to the Independent Board Committees and the Independent Shareholders on the Domestic Shares Subscription, the Domestic Shares Subscription Agreement, the specific mandate, the proposed amendments to the Articles and the Whitewash Waiver, will be despatched to the Shareholders on 2 December 2014.
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The EGM, the H Shareholders Class Meeting and the Domestic Shareholders Class Meeting will be held at No. 10 Maqun Avenue, Qixia District, Nanjing City, the PRC on Monday, 29 December 2014 at 10:00 a.m., 10:30 a.m. (or immediately after the conclusion or adjournment of the EGM) and 11:00 a.m. (or immediately after the conclusion or adjournment of the H Shareholders Class Meeting), respectively, details of which are set out in the notices of EGM, the H Shareholders Class Meeting and the Domestic Shareholders Class Meeting contained in the Circular.
Shareholders are encouraged to review the Circular carefully, in particular, the letter of advice from Messis Capital Limited as the independent financial adviser to the Independent Shareholders and Independent Board Committees and the recommendation from the Independent Board Committees before making a decision on whether or not to vote in favour of or against the resolutions in relation to the Domestic Shares Subscription, Domestic Shares Subscription Agreement, the specific mandate, the proposed amendments to the Articles and the Whitewash Waiver.
Shareholders and potential investors should be aware that the proposed Domestic Shares Subscription is subject to the satisfaction of the conditions precedent under the Domestic Shares Subscription Agreement, and accordingly, the proposed Domestic Shares Subscription may or may not proceed. Accordingly, they are advised to exercise caution when dealing in the Shares.
By order of the board of Nanjing Sample Technology Company Limited * Sha Min Chairman of the Board
Nanjing, the PRC 1 December 2014
As at the date of this announcement, the Board comprises:
The executive Directors are Mr. Sha Min (Chairman), Mr. Chang Yong and Mr. Zhu Xiang; the nonexecutive Director is Mr. Ma Jun and the independent non-executive Directors are Mr. Xu Su Ming, Mr.Geng Nai Fan and Mr. Shum Shing Kei.
All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
- For identification purpose only
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