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Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2018
May 31, 2018
50106_rns_2018-05-31_19fe069d-705d-4f42-b7dc-9588ac4bfa44.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 notice, 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 notice.
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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 THE H SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN that the H Shareholders’ Class Meeting of Nanjing Sample Technology Company Limited (the “Company”) will be held at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC on Friday, 29 June 2018 at 10:30 a.m. for the following purposes:
SPECIAL RESOLUTIONS
To consider and, if thought fit, pass the following special resolutions:
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(1) to consider and approve the (i) the issue of a total of 158,411,700 Shares from the undistributed profits of the Company as at 31 December 2017 on the basis of 1 (one) Bonus Share for every 2 (two) existing Shares; and (ii) the issue of a total of 316,823,400 Shares from the capital reserve of the Company as at 31 December 2017 on the basis of 1 (one) Capitalization Share for every 1 (one) existing Share;
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(2) to consider and approve the amended and restated articles of association of the Company (the “Amended Articles of Association”) and be approved and adopted by the Company in substitution for the existing articles of association of the Company and that the Board be authorised to modify the wordings of such Amended 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 discretion, consider necessary or expedient and to deal with other related issues arising from or relating to the adoption of the Amended Articles of Association accordingly.
By Order of the Board Nanjing Sample Technology Company Limited Sha Min* Chairman
Nanjing, the PRC 1 June 2018
*for identification purpose only
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Notes:
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Any holder of H shares of the Company (“Member”) entitled to attend and vote at the H Shareholders’ 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 deposited at the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (“H Share Registrar”) not less than 24 hours before the time appointed for the holding of the H Shareholders’ 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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Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the H Shareholders’ Class Meeting.
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The register of members of the Company in Hong Kong will be closed from Tuesday, 19 June 2018 to Friday, 29 June 2018, (both days inclusive). Instruments of transfer accompanied by relevant share certificates must be lodged with the H Share Registrar by 4:30 p.m. on Friday, 15 June 2018.
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Members entitled to attend the H Share Class Meeting are requested to complete and deliver the reply slip for attendance to the H Share Registrar before Friday, 22 June 2018.
As at the date hereof, the executive Directors are Mr. Sha Min (Chairman), Mr. Chang Yong, Mr. Zhu Xiang, the non-executive Director is Mr. Ma Jun; and the independent non-executive Directors are Mr. Hu Hanhui, Mr. Gao Lihui and Mr. Shum Shing Kei.
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