Nanjing Sample Technology Company Limited — Proxy Solicitation & Information Statement 2025

May 20, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

南京三寶科技股份有限公司

NANJING SAMPLE TECHNOLOGY CO.,LTD.*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1708)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Annual General 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, 20 June 2025 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

I. To consider and, if thought fit, pass the following ordinary resolutions:

(1) To consider and approve the report of the directors of the Company for 2024;
(2) To consider and approve the report of the supervisory committee of the Company for 2024;
(3) To consider and approve the audited consolidated financial statements of the Group for 2024;
(4) To consider and approve the profit distribution plan for 2024;
(5) To authorise the board of directors (the "Board") to appoint auditors and to fix their remuneration for the year ending 2025;
(6) To consider and approve the resolution for appropriation to statutory reserve fund for 2024;

• for identification purpose only

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(7) To re-elect the following directors and supervisors and to authorise the Board to fix their remuneration:

(i) To consider and approve the re-election of Mr. Sha Min as executive Director for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(ii) To consider and approve the re-election of Mr. Ma Fengkui as executive Director for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(iii) To consider and approve the re-election of Mr. Liu Min as executive Director for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(iv) To consider and approve the re-election of Mr. Liu Fei as non-executive Director for a term of three years commencing from 1 January 2025 to ending 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(v) To consider and approve the re-election of Mr. Hu Hanhui as independent non-executive Director for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(vi) To consider and approve the re-election of Mr. Gao Lihui as independent non-executive Director for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(vii) To consider and approve the re-election of Ms. Chung Yuet Mei as independent non-executive Director for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine her remuneration.

(viii) To consider and approve the re-election of Mr. Qiu Xiangyang as independent Supervisor for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

(ix) To consider and approve the re-election of Mr. Dai Jianjun as independent Supervisor for a term of three years commencing from 1 January 2025 to 31 December 2027 and to authorize the Board on behalf of the Company to determine his remuneration.

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SPECIAL RESOLUTIONS

II. To consider and, if thought fit, approve the following resolutions as special resolutions:

(8) THAT:

① there be granted to the Board an unconditional general mandate to allot, issue and deal with additional Shares in the capital of the Company (including any resell or transfer of treasury shares held under the name of the Company), whether Domestic Shares or H Shares, and to make or grant offers or agreements in respect thereof, subject to the following conditions:

(a) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers or agreements which might require the exercise of such powers after the end of the Relevant Period;

(b) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board otherwise than pursuant to any scrip dividends or similar arrangement providing for the allotment of such shares in lieu of the whole or part of a dividend on such shares or any share option scheme adopted by the Company and in accordance with the Articles, shall not exceed:

(i) in case of Domestic Shares, 20 per cent. of the aggregate nominal amount of Domestic Shares in issue (excluding treasury shares, if any); and

(ii) in case of H Shares, 20 per cent. of the aggregate nominal amount of H Shares in issue (excluding treasury shares, if any);

in each case as at the date of passing of this resolution; and

(c) the Board will only exercise its power under such mandate in accordance with the Company Law and the Listing Rules (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC governmental authorities are obtained; and

(d) For the purposes of this resolution:

“Relevant Period” means the period from the date of passing this resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

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(ii) the expiry date of the period within which the next annual general meeting is required by the Articles or any applicable law to be held; or
(iii) the passing of a special resolution of the Company in a general meeting revoking or varying the authority set out in this resolution.

② contingent on the Board resolving to issue Shares pursuant to this resolution, the Board be authorised:

(a) to approve, execute and do or procure to be executed and done all such documents and matters which it may consider necessary in connection with the issue of such new shares, including but not limited to the time, quantity and place for such issue, to make all necessary applications to the relevant authorities, and to enter into underwriting agreement(s) or any other agreement(s);
(b) to determine the use of proceeds and to make necessary filings and registration with the relevant authorities in the PRC, and/or Hong Kong and any other places and jurisdictions (as appropriate); and
(c) to increase the registered capital of the Company and make any amendments to the Articles in accordance with such increase and to register the increased capital with the relevant authorities in the PRC and/or Hong Kong and any other places and jurisdictions (as appropriate) so as to reflect the new capital and/or share capital structure of the Company resulting from the intended allotment and issue of the shares of the Company pursuant to paragraph ① of this resolution.

By Order of the Board

Nanjing Sample Technology Company Limited*

Sha Min

Chairman

Nanjing, the PRC

21 May 2025

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Notes:

1. Any member of the Company (“Member”) entitled to attend and vote at the AGM 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.

2. 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 Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (“H Share Registrar”) and in case of holders of domestic shares, to the Company’s mailing address at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC not less than 24 hours before the time appointed for the holding of the AGM 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.

3. Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the AGM.

4. In order to determine the identity of the shareholders to attend and vote at the AGM, the register of Members in Hong Kong will be closed from 17 June 2025 (Tuesday) to 20 June 2025 (Friday), (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 16 June 2025 (Monday).

As at the date hereof, the executive Directors are Mr. Sha Min (Chairman), Mr. Ma Fengkui and Mr. Liu Min, the non-executive director is Mr. Liu Fei; and the independent non-executive Directors are Mr. Hu Hanhui, Mr. Gao Lihui and Ms. Chung Yuet Mei.

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