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Nanjing Sample Technology Company Limited Proxy Solicitation & Information Statement 2017

May 16, 2017

50106_rns_2017-05-16_d5a14ff2-8bb5-4de4-baec-2bee33087fad.pdf

Proxy Solicitation & Information Statement

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1708)

Form of proxy for use at the Class Meeting for holders of H Shares (the “Class Meeting”) to be convened on Monday, 12 June 2017

of (Note 1) being the registered (Note 2) H Shares of the Nanjing (Note 3) , or failing (Note 4)

I/We (Note 1)

holder(s) of (Note 2) H Shares of the Nanjing Sample Technology Co., Ltd.* (the “Company”) HEREBY APPOINT (Note 3) of (Note 3) , or failing which, the chairman of the Class Meeting to act as my/our proxy in respect of (Note 4) H Shares in the share capital of the Company held by me/us to attend and act for me/us at the Class Meeting to be held at No. 10 Maqun Avenue, Qixia District, Nanjing City, People’s Republic of China on Monday, 12 June 2017 at 10:30 a.m. or at any adjournment thereof and to vote on my/our behalf at the Class Meeting 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 Resolutions (Note 5) Special Resolutions (Note 5) For
(Note 6)
Against
(Note 6)
Abstention
(Note 6)
1. To approve the application for initial public offering and listing of
A shares of the Company:
(1)
Type of the securities to be issued;
(2)
Par value;
(3)
Issuance size;
(4)
Target subscribers;
(5)
Method and time of issuance;
(6)
Method of price determination;
(7)
Method of underwriting;
(8)
Place of listing;
(9)
Valid period of the resolution.
2. To approve the use of funds to be raised through the A Share
Offering and the feasibility analysis report of the investment
projects by raised fund.
3. To
approve
the
distribution
of
the
accumulated undistributed
profits before the A Share Offering.
4. To approve the price stabilization plan for the A Shares three years
after the A Share Offering.
5. To approve the implementation and undertaking on recovery after
dilution of immediate return upon the A Share Offering.
6. To approve the authorization by the Shareholders to the Board to
deal with all matters in relation to the A Share Offering.

Dated this

Signature: (Notes 7 & 8)

day of , 2017

* for identification purpose only

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

  4. 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).

  5. A special resolution shall be passed by an affirmative vote of more than two-thirds of the Company’s total voting shares held by the members who are present at the same meeting (including proxies).

  6. 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.

  7. 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.

  8. This 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.

  9. To be valid, the 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 no later than 24 hours before the convening of the Class Meeting. This form of proxy may be returned by way of post.

  10. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  11. Completion and return of this from of proxy will not preclude you from attending and voting at the Class Meeting or at any adjournment if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.