THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold and or transferred all your shares in 南京三寶科技股份有限公司 (Nanjing Sample Technology Company Limited*) (the "Company"), you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

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

(Stock Code: 1708)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

  1. PROPOSED CHANGE OF AUDITOR FOR THE YEAR 2019 AND

NOTICES OF EXTRAORDINARY GENERAL MEETING

AND CLASS MEETINGS

Please see pages 12 to 17 of this circular for the notices of the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders'Class Meeting of 南京三寶科技股份有限公司 (Nanjing Sample Technology Company Limited*). The accompanying proxy forms are for the appointment of proxy to attend the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting (as applicable). Whether or not you are able to attend the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting (as applicable), please fill in the accompanying proxy form according to relevant instructions and return it as soon as possible, and not less than 24 hours before the fixed time of holding the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting in any event. The filled and returned proxy form will have no effects on your vote in person in the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting (as applicable) or any other adjourned meetings.

This circular will remain on the website of The Stock Exchange of Hong Kong Limited at http:// www.hkex.com.hk on the "Latest Company announcements" page for at least 7 days from the date of its posting.

* for identification purpose only

29 November 2019

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Appendix − Proposed Articles Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

Notice of the H Shareholders' Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

Notice of the Domestic Shareholders' Class Meeting . . . . . . . . . . . . . . . . . . . . . . . .

16

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:

"Articles of Association"

the articles of association of the Company, as

amendedfrom time to time

"Audit Committee"

the audit committee of the Company

"Board"

board of Directors

"Company"

南京三寶科技股份有限公司 (Nanjing Sample Technology

Company Ltd.*), a joint stock limited company

incorporated in the PRC with limited liability and

whose H Shares are listed on the main board of the

Stock Exchange

"Class Meetings"

the class meeting for holders of H Shares to be held

immediately after the conclusion of the EGM, and the

class meeting for holders of Domestic Shares to be

held immediately after the conclusion of the said class

meeting for holders of H Shares, or any adjourned

meeting thereof respectively

"Director(s)"

the director(s) of the Company

"Domestic Share(s)"

the ordinary domestic share(s) of nominal value of

RMB1.00 each in the share capital of the Company,

which are subscribed for in RMB, and all of such

Shares are not listed on the Stock Exchange

"EGM"

the extraordinary general meeting of the Company to

be convened and held at 10:00 a.m. on 27 December

2019 for the Shareholders to consider and, if thought

fit, approve, among other things, the proposed

amendments to the Articles of Association and the

proposed change of the Company's auditor

"Group"

the Company and its subsidiaries

"H Share(s)"

the overseas listed foreign invested share(s) of nominal

value of RMB1.00 each in the share capital of the

Company, which are listed on the main board of the

Stock Exchange and subscribed for and traded in Hong

Kong dollars

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

- 1 -

DEFINITIONS

"Latest Practicable Date"

25 November 2019, being the latest practicable date

prior to the printing of this circular for the purpose of

ascertaining certain information for inclusion in this

circular

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange, as amended from time to time

"PRC"

the People's Republic of China, for the purpose of this

circular only, excludes Hong Kong, the Macau Special

Administrative Region and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Share(s)"

the Domestic Share(s) and the H Share(s)

"Shareholder(s)"

holders of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"%"

per cent

- 2 -

LETTER FROM THE BOARD

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

(Stock Code: 1708)

Executive Directors:

Registered Office:

Mr. Sha Min

No. 10 Maqun Avenue

Mr. Zhu Xiang

Qixia District

Ms. Yu Hui

Nanjing City

Jiangsu Province

Non-executive Director:

PRC

Mr. Chang Yong

Principal place of business in

Independent non-executive Directors:

Hong Kong:

Mr. Hu Hanhui

Room 3112A, 31/F,

Mr. Gao Lihui

Shun Tak Centre,

Mr. Niu Zhongjie

168-200 Connaught Road Central,

Hong Kong

29 November 2019

To Shareholders

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
    1. PROPOSED CHANGE OF AUDITOR FOR THE YEAR 2019 AND

NOTICES OF EXTRAORDINARY GENERAL MEETING

AND CLASS MEETINGS

INTRODUCTION

The purpose of this circular is to provide you with further details of (i) the proposed amendments to the Articles of Association; and (ii) the proposed change of auditor for the year 2019 as well as the notices of the EGM and Class Meetings.

* for identification purpose only

- 3 -

LETTER FROM THE BOARD

I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 15 November 2019 in relation to the proposed amendments to the Articles of Association.

Pursuant to the Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period for the Holding of Shareholders' General Meeting for Overseas Listed Companies (Guo Han [2019] No. 97)(《關於調整適用在境外上市公司召開股東 大會通知期限等事項規定的批覆》(國函(2019)97號)), the requirements on the notice period for convening a shareholders' general meeting, shareholders'rights to make proposals and the procedures for convening general meeting of joint stock limited companies incorporated in the PRC and listed overseas are requested to equally apply the relevant provision of the Company Law of the PRC(《中華人民共和國公司法》), as Articles 20 to 22 stipulated in the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies(《國務院關於股份有限公司境外募集股份及上市的特別規定》)are no longer applicable. Therefore, the Board proposes to amend the Articles of Association (the "Articles Amendments") in relation to the provisions relating to the notice period for convening a shareholders' general meeting, shareholders' rights to make proposals and requirements on the procedures for convening general meeting.

It is proposed that the general meetings shall authorize any Directors of the Company to make appropriate amendments to the Articles of Association whenever necessary in the process of submitting the same for approval, as required from time to time by the relevant regulatory authorities and the Stock Exchange.

The proposed Articles Amendments are subject to (i) the consideration and approval by the Shareholders at the EGM and the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting of the Company by way of special resolution; and (ii) the approval of and registration or filing with the relevant competent authorities in the PRC. For details, please refer to the Appendix of this circular.

II PROPOSED CHANGE OF AUDITOR FOR THE YEAR 2019

Reference is made to the announcement of the Company dated 15 November 2019 in relation to the proposed change of auditor for the year 2019.

As notified, the audit team of BDO China Shu Lun Pan Certified Public Accountants LLP ("Shu Lun Pan") responsible for the Company's audit has joined Da Hua Certified Public Accountants (Special General Partnership) ("Da Hua"). Having made thorough communication, co-ordination and comprehensive evaluation and in consideration of ensuring the efficiency and continuity of the Company's annual audit work, the Audit Committee has recommended to change the Company's auditor for the year 2019. Based on the recommendations of the Audit Committee and taking into account of the Company's development needs and auditing needs, the Board proposes to terminate Shu Lun Pan as the auditor of the Company for the year 2019 (the "Proposed Termination"). Meanwhile, the Board proposes to appoint Da Hua as the auditor of the Company for the year 2019 (the "Proposed Appointment"), the term of engagement will commence from the date of its approval by Shareholders at the EGM until the date of the next annual general meeting. It is

- 4 -

LETTER FROM THE BOARD

further proposed that the Board be authorized at the EGM to fix the remuneration of Da Hua with reference to the prevailing market conditions and the negotiation between the parties. Da Hua is one of the approved mainland China accounting firms eligible for acting as auditors of the companies incorporated in the PRC whose shares are listed on the Stock Exchange.

Shu Lun Pan has confirmed in writing that there are no matters in relation to the Proposed Termination that need to be brought to the attention of the Shareholders. The Board and Audit Committee have as well confirmed that there are no disagreements or outstanding matters between the Company and Shu Lun Pan, and that the Board is not aware of any other matters in relation to the change of auditor that need to be brought to the attention of the Shareholders.

The aforesaid Proposed Termination, Proposed Appointment and the authorization to the Board will be proposed as an ordinary resolution at the EGM.

  1. EGM, H SHAREHOLDERS' CLASS MEETING AND DOMESTIC SHAREHOLDERS' CLASS MEETING

Notices of the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting are set out on pages 12 to 17. The Articles Amendments will be proposed by way of special resolution for Shareholders' approval at the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting. The Proposed Termination and the Proposed Appointment will be proposed by way of ordinary resolution for Shareholders' approval at the EGM.

Proxy forms for use at the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting are also enclosed. Whether or not you intend to attend the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting, you are requested to complete and return the enclosed proxy form (for use at the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting) in accordance with the instructions printed thereon as soon as possible to the Company's Hong Kong H share registrar and transfer office, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Company's registered office, No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC (in case of holders of Domestic Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting.

Completion and return of the said proxy form will not preclude you from attending and voting in person at the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting or at any adjourned meeting should you so wish.

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all resolutions at the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting will be voted by poll. An

- 5 -

LETTER FROM THE BOARD

announcement on the poll vote results will be made by the Company after the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting in the manner prescribed under the Listing Rules.

IV RECOMMENDATIONS

Having considered the above, the Directors consider that the proposed Articles Amendments and the proposed change of auditor are in the interests of the Company and the Shareholders as a whole and accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting.

  1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

南京三寶科技股份有限公司

Nanjing Sample Technology Company Limited*

Sha Min

Chairman

  • for identification purpose only.

- 6 -

APPENDIX

PROPOSED ARTICLES AMENDMENTS

The proposed amendments to the Articles of Association are as follows:

Original Articles

Amended Articles

Article 62 When the Company convenes

Article 62 When the Company convenes

a shareholders' general meeting, it shall

a shareholders' general meeting, it shall

issue a written notice and make

notify the shareholders twenty (20) days

announcement twenty-five (25) days

prior to the meeting in relation to the

prior to the meeting informing all the

time and place of the meeting as well as

registered shareholders of the matters to

the matters to be examined at the

be examined at the meeting as well as

meeting; whereas the shareholders shall

the date and place of the meeting.

be notified fifteen (15) days prior to a

Shareholders that intend to attend the

shareholders'

extraordinary

general

shareholders'

general

meeting shall,

meeting.

within five (5) days prior to the meeting,

deliver a written reply to the Company

on meeting attendance.

Article 63 When the Company convenes

Article 63 Shareholder(s) individually or

a shareholders' annual general meeting,

jointly holding more than 3% of the

shareholder(s) holding 3% (inclusive) or

Company's shares may submit a

more of the total voting shares of the

provisional motion in writing to the

Company shall have the right to propose

board of directors ten (10) days before

new motions in writing, and the

the general meeting is convened; the

Company shall place such proposed

board of directors shall issue a

motions on the agenda for such annual

supplementary

notice within

two (2)

general meeting if they are matters

days after receipt of the said provisional

falling within the functions and powers

motion notifying other shareholders, and

of the general meetings.

submit the said provisional motion to the

general meeting for consideration. The

Such proposed motions in general

content of the provisional motion shall

meetings shall satisfy the following

be within the scope of business of the

criteria:

general meeting, have specific matters

for consideration and resolution.

(1) Its contents shall not be in conflict

with the

laws,

administrative

regulations and the Articles of

Association and shall be within the

scope of business of the Company

and the powers of the general

meeting;

(2) it shall set out specific matters for

consideration and resolution;

(3) it shall be submitted or delivered to

the board of Directors in written

form.

- 7 -

APPENDIX

PROPOSED ARTICLES AMENDMENTS

Original Articles

Amended Articles

Article 64 The Company shall, based on

Article 64 A shareholders' general

the written replies received five (5) days

meeting shall not resolve any matter not

before

the date

of

the shareholders'

stated in the notice defined in Articles

general meeting, calculate the number of

62 and 63 of the Articles of Association.

voting

shares

represented

by

shareholders who intend to attend the

meeting. If the number of voting shares

represented by the shareholders who

intend to attend the meeting reaches not

less than one half of the Company's

total voting shares, the Company may

hold the general meeting. If not, the

Company shall within three (3) days

notify the shareholders again by notice

of

the

matters

to

be considered, the

place and the date of the meeting. The

Company then may hold the meeting

after such publication of such notice.

A

shareholders'

extraordinary

general

meeting shall not decide on any matter

not stated in the notice of the meeting.

- 8 -

APPENDIX

PROPOSED ARTICLES AMENDMENTS

Original Articles

Amended Articles

Article 66 Notice of shareholders'

Article 66 Notice of shareholders'

general meetings shall be served on each

general meetings shall be served on each

shareholder (whether or not such

shareholder (whether or not such

shareholder is entitled to vote at the

shareholder is entitled to vote at the

meeting),

by

personal

delivery or

meeting), by personal delivery or

prepaid airmail to the address of the

prepaid airmail to the address of the

shareholder as shown in the register of

shareholder as shown in the register of

shareholders (whether such addresses are

shareholders (whether such addresses are

within Hong Kong or in regions outside

within Hong Kong or in regions outside

Hong Kong). For the holders of

Hong Kong). For the holders of

domestic shares, notice of the meetings

domestic shares, notice of the meetings

may also be issued by way of public

may also be issued by way of public

announcement.

announcement.

The public announcement referred to in

The public announcement referred to in

the preceding paragraph shall be

the preceding paragraph shall be

published in one (1) or more national

published in one (1) or more national

newspapers designated by CSRC within

newspapers designated by CSRC within

the interval

of

twenty-five

(25) to thirty

the interval of twenty (20) to twenty-five

  1. days before the date of the meeting. (25) days before the date of the annual After the publication of such general meeting and the interval of announcement, the holders of domestic fifteen (15) to twenty (20) days before

shares shall be deemed to have received

the date of extraordinary general

the notice of the relevant shareholders'

meeting. After the publication of such

general meeting. The Chinese and

announcement, the holders of domestic

English versions of such public

shares shall be deemed to have received

announcement shall be published in

the notice of the relevant shareholders'

accordance with Article 204 of the

general meeting. The Chinese and

Articles of Association.

English versions of such public

announcement shall be published in

The Company shall give notice of a

accordance with Article 204 of the

general meeting to ensure that holders of

Articles of Association.

foreign

shares,

whose

registered

addresses are in Hong Kong, will have

Notice of the shareholders' general

sufficient time to exercise their rights or

meeting issued to the holders of overseas

act in accordance with the terms of the

listed shares may be published on the

notice.

designated website of the Hong Kong

Stock Exchange and the Company's

website. Once the announcement has

been published, all holders of overseas

listed shares shall be deemed to have

received the notice of the relevant

shareholders' meeting.

- 9 -

APPENDIX

PROPOSED ARTICLES AMENDMENTS

Original Articles

Amended Articles

Article 97 Written notice of a class

Article 97 The period of issuing a

meeting convened by the Company shall

written notice of a class meeting

be dispatched twenty-five (25) days prior

convened by the Company shall be the

to the date of the class meeting to all

same as the period of issuing a written

shareholders of such class whose names

notice of a non-class meeting to be

appear on the register of shareholders,

convened together with such class

specifying the matters to be considered

meeting. The written notice shall inform

and the date and place of the meeting.

all shareholders of such class whose

Shareholders who intend to attend the

names appear on the register of

meeting shall serve on the Company

shareholders of the matters to be

written replies of

their intention to

considered at the meeting as well as the

attend five (5) days prior to the date of

time and place of the meeting.

the meeting.

Where the listing rules of the place

If the number of voting shares at such

where the shares of the Company are

meeting held by shareholders who intend

listed provide otherwise, such provisions

to attend such meeting reaches not less

shall be followed.

than one-half of the total number of

voting shares at such meeting, the

Company may hold such class meeting;

if this cannot be attained, the Company

shall further notify the shareholders by

way of announcement within three (3)

days thereof specifying the matters to be

considered and the date and place of the

meeting. After such announcement has

been given, the Company may then hold

the class meeting.

- 10 -

APPENDIX

PROPOSED ARTICLES AMENDMENTS

Original Articles

Amended Articles

Article 128 The method of discussion

Article 128 The method of discussion

for the Supervisory Committee shall be

for the Supervisory Committee shall be

by way of holding a Supervisory

by way of holding a Supervisory

Committee meeting which shall be

Committee meeting which shall be

convened with written notice of not less

convened with written notice of not less

ten days but not more than 30 days be

ten (10) days but not more than thirty

served to all supervisors. Meeting of the

(30) days and three (3) days prior to the

Supervisory Committee shall be held

date of an extraordinary meeting of the

only if not less than one half (exclusive)

Supervisory Committee meeting be

of the supervisors are present and each

served to all supervisors. Meeting of the

supervisor shall have one vote.

Supervisory Committee shall be held

only if not less than one half (exclusive)

Resolution at a Supervisory Committee

of the supervisors are present and each

meeting shall be passed by two-thirds

supervisor shall have one vote.

(inclusive) of the supervisors by poll.

Resolution at a Supervisory Committee

meeting shall be passed by two-thirds

(inclusive) of the supervisors by poll.

Note: Saved for the aforesaid proposed amendments, there are no changes to the contents of other provisions in the Articles of Association. The Articles of Association are written in Chinese. In the event of any discrepancy between the Chinese and English versions of the Articles of Association of the Company, the Chinese version shall prevail.

- 11 -

NOTICE OF EGM

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

(Stock Code: 1708)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the "EGM") of Nanjing Sample Technology Company Limited (the "Company") shall be held at No.10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC on Friday, 27 December 2019 at 10:00 a.m. for the purposes of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTION

"THAT the amendments to the articles of association of the Company (the "Articles of Association") as set out in the amended Articles of Association (details of which are set out in the appendix to the circular of the Company dated 29 November 2019) be approved and adopted by the Company in substitution for the existing articles of association of the Company and that the Board be authorized 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."

ORDINARY RESOLUTION

"THAT BDO China Shu Lun Pan Certified Public Accountants LLP be terminated as the auditor of the Company for the year 2019, Da Hua Certified Public Accountants (Special General Partnership) be appointed as the auditor of the Company for the year 2019 with the term commencing from the date of passing of this resolution to the date of the next annual general meeting of the Company, and that the Board be and is hereby authorized to fix the remuneration of Da Hua Certified Public Accountants (Special General Partnership)."

By Order of the Board

Nanjing Sample Technology Company Limited*

Sha Min

Chairman

Nanjing, the PRC

29 November 2019

  • for identification purpose only

- 12 -

NOTICE OF EGM

Notes:

  1. Any member of the Company ("Member") entitled to attend and vote at the EGM 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 delivered to 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 (in case of holders of H Shares) or to the Company's registered office at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC (in case of holders of Domestic Shares) not less than 24 hours before the time appointed for the holding of the EGM 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. Holders of the H Shares or Domestic Shares who intend to attend the EGM are requested to complete the enclosed REPLY SLIP FOR ATTENDANCE AT THE EXTRAORDINARY GENERAL MEETING and return it to the Company's Hong Kong H Share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Company's registered office at No. 10 Maqun Avenue, Qixia District, Nanjing City, Jiangsu Province, the PRC (in case of holders of Domestic Shares) on or before 20 December 2019 (Friday). The reply slip may be delivered by hand or by post.
  4. The register of members of the Company will be closed from 16 December 2019 (Monday) to 27 December 2019 (Friday) (both days inclusive), during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company at the close of trading on 13 December 2019 (Friday) will be entitled to attend and vote at the EGM convened by the above notice.
  5. Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the EGM.

As at the date hereof, the executive Directors are Mr. Sha Min (Chairman), Mr. Zhu Xiang, Ms. Yu Hui, the non-executive Director is Mr. Chang Yong; and the independent non-executive Directors are Mr. Hu Hanhui, Mr. Gao Lihui and Mr. Niu Zhongjie.

- 13 -

NOTICE OF THE H SHAREHOLDERS' CLASS MEETING

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

(Stock Code: 1708)

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, 27 December 2019 at 10:30 a.m. for the purposes of considering, and if thought fit, passing the following resolution:

SPECIAL RESOLUTION

"THAT the amendments to the articles of association of the Company (the "Articles of Association") as set out in the amended Articles of Association (details of which are set out in the appendix to the circular of the Company dated 29 November 2019) be approved and adopted by the Company in substitution for the existing articles of association of the Company and that the Board be authorized 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

29 November 2019

*for identification purpose only

- 14 -

NOTICE OF THE H SHAREHOLDERS' CLASS MEETING

Notes:

  1. 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.
  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, 17/F., 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.
  3. Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the H Shareholders' Class Meeting.
  4. The register of members of the Company in Hong Kong will be closed from 16 December 2019 (Monday) to 27 December 2019 (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 13 December 2019 (Friday).
  5. Members entitled to attend the H Shareholders' Class Meeting are requested to complete and deliver the reply slip for attendance to the H Share Registrar before 20 December 2019 (Friday).

As at the date hereof, the executive Directors are Mr. Sha Min (Chairman), Mr. Zhu Xiang, Ms. Yu Hui, the non-executive Director is Mr. Chang Yong; and the independent non-executive Directors are Mr. Hu Hanhui, Mr. Gao Lihui and Mr. Niu Zhongjie.

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NOTICE OF THE DOMESTIC SHAREHOLDERS' CLASS MEETING

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

(Stock Code: 1708)

NOTICE IS HEREBY GIVEN that the Domestic 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, 27 December 2019 at 11:00 a.m. for the purposes of considering, and if thought fit, passing the following resolution:

SPECIAL RESOLUTION

"THAT the amendments to the articles of association of the Company (the "Articles of Association") as set out in the amended Articles of Association (details of which are set out in the appendix to the circular of the Company dated 29 November 2019) be approved and adopted by the Company in substitution for the existing articles of association of the Company and that the Board be authorized 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

29 November 2019

*for identification purpose only

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NOTICE OF THE DOMESTIC SHAREHOLDERS' CLASS MEETING

Notes:

  1. Any holders of domestic shares of the Company ("Member") entitled to attend and vote at the Domestic 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.
  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 to the Company's registered office 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 Domestic 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.
  3. Members or their proxies shall present identity proof (and form of proxy in case of proxies) upon attending the Domestic Shareholders' Class Meeting.
  4. The register of members of the Company in Hong Kong will be closed from 16 December 2019 (Monday) to 27 December 2019 (Friday), (both days inclusive).
  5. Members entitled to attend the Domestic Shareholders' Class Meeting are requested to complete and deliver the reply slip for attendance to the Company's office in Nanjing before 20 December 2019 (Friday).

As at the date hereof, the executive Directors are Mr. Sha Min (Chairman), Mr. Zhu Xiang, Ms. Yu Hui, the non-executive Director is Mr. Chang Yong; and the independent non-executive Directors are Mr. Hu Hanhui, Mr. Gao Lihui and Mr. Niu Zhongjie.

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Nanjing Sample Technology Company Ltd. published this content on 28 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 November 2019 08:47:08 UTC