Nanjing Sample Technology Company Ltd. (SEHK:1708) entered into an equity transfer agreement to acquire 13.83% stake in Nanjing City Information Investment Holding Co., Ltd from Nanjing Sample Digital Technology Co., Ltd for CNY 24.4 million in cash on May 24, 2012. The consideration shall be paid by Nanjing Sample Technology at completion. Nanjing Sample Technology intends to use internal funding for the transaction. For the year ended December 31, 2011, Nanjing City Information recorded total assets of CNY 567.38 million, net assets of CNY 219.13 million, revenue of CNY 44.98 million, net profit before taxation of CNY 3.2 million and net profit after taxation of CNY 3.48 million.

The acquisition is conditional upon the passing of the resolution by the independent shareholders at the extra ordinary general meeting. The Directors of Nanjing Sample Technology consider the terms of the agreement to be fair and reasonable and in the interest of Nanjing Sample Technology and the shareholders. Completion of transaction will take place within 10 working days after the shareholders have approved the transaction. If the shareholder approval is not received on or before July 31, 2012, the equity transfer agreement will lapse automatically and cease to have any legal effect. An independent Board Committee will be established to make recommendation to the independent shareholders regarding the acquisition and an independent financial advisor will be appointed to advise the independent Board Committee and the independent shareholders.

On June 19, 2012, Nanjing Sample Digital and Nanjing Sample Technology entered into a supplemental agreement to amend the equity transfer agreement for extending the long stop date for obtaining the independent shareholders' approval from July 31, 2012 to September 30, 2012. If the shareholder approval has not been obtained on or before September 30, 2012, the equity transfer agreement will lapse automatically. As on June 21, 2012, the Board recommended the shareholders to vote in favor of the transaction. As on August 10, 2012, the transaction and the amendment were approved by the shareholders of Nanjing Sample Technology Company. Guangdong Securities Limited acted as financial advisor for the independent Board committee and the independent shareholders. Computershare Hong Kong Investor Services Limited acted as registrar to Nanjing Sample Technology Company Ltd.

Nanjing Sample Technology Company Ltd. (SEHK:1708) completed the acquisition of 13.83% stake in Nanjing City Information Investment Holding Co., Ltd from Nanjing Sample Digital Technology Co., Ltd. on October 15, 2012. The commercial registration of the equity transfer was completed.