Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2013

Aug 8, 2013

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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NOTICE OF

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2013

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2013 (“ EGM ”) of Nanjing Panda Electronics Company Limited (the “ Company ”) will be held at the Conference Room of the Company, 301 Zhongshan Road East, Nanjing, the People’s Republic of China on Thursday, 26 September 2013 at 9:30 a.m., to consider and, if thought fit, pass the following resolutions (with or without modification). Reference is made to the announcements of the Company dated 13 May 2013 and 8 August 2013 respectively, which contain details of the following resolutions. In accordance with Rule 19A.39A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, a circular containing details of the following resolutions is expected to be despatched to H Shareholders of the Company on or before 11 September 2013.

ORDINARY RESOLUTIONS

1. To consider and approve by way of ordinary resolution the nomination of Mr. Xia Dechuan as a candidate for Non-executive Director of the seventh session of the Board of the Company, for a term of office until the expiration of the seventh session of the Board of the Company.

2. To consider and approve by way of ordinary resolution the nomination of Mr. Zhang Yinqian as a candidate for non-employee representative Supervisor of the seventh session of the Supervisory Committee of the Company, for a term of office until the expiration of the seventh session of the Supervisory Committee of the Company.

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1. To consider and approve by way of ordinary resolution the provision of guarantee for the new credit of RMB200,000,000 granted to Nanjing Panda Information Industry Co., Ltd., a subsidiary of the Company, with a term expiring on 30 June 2016.

2. To consider and approve the additions to the implementing entities of proceeds investment projects by way of ordinary resolution:

   • (1) Nanjing Panda Electronics Equipment Co., Ltd. ( 南京熊猫電子裝備有限公司 ) (“ Electronics Equipment Company ”) is added as the implementing entity for the “automation equipment industrialization project” to take charge of the equipment procurement and operation of the project. Nanjing Panda Electronic Technology Development Co., Ltd. ( 南京熊猫電子科技發展有限公司 ) (“ Technology Development Company ”) will take charge of the construction of plants and related work for the project. On the condition that the total investment in the “automation equipment industrialization project” is unchanged, the Company’s Board of Directors may make necessary and reasonable adjustments to the sequence in which the raised proceeds goes to the Technology Development Company and Electronics Equipment Company as well as the amount of the raised proceeds that goes to the two companies respectively, depending on the actual conditions of the project.

   • (2) Nanjing Panda Communications Technology Co., Ltd. ( 南京熊猫通信科技有限 公司 ) (“ Communications Technology Company ”) is added as the implementing entity for the “communication equipment industrialization project” to take charge of the equipment procurement and operation of the project. Nanjing Panda Electronic Technology Development Co., Ltd. ( 南京熊猫電子科技發展有限公司 ) (“ Technology Development Company ”) will take charge of the construction of plants and related work for the project. On the condition that the total investment in the “communication equipment industrialization project” is unchanged, the Company’s Board of Directors may make necessary and reasonable adjustments to the sequence in which the raised proceeds goes to the Technology Development Company and Communications Technology Company as well as the amount of the raised proceeds which goes to the two companies respectively, depending on the actual conditions of the project.

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SPECIAL RESOLUTION

1. To consider and approve the amendments to the Articles of Association by way of special resolution:

   • (1) Article 26 of the Articles of Association shall be amended as:

“Pursuant to the “Approval for Non-public Issue of Shares by Nanjing Panda Electronics Company Limited” (Zheng Jian Xu Ke [2013] No. 332) (《關於核 准南京熊猫電子股份有限公司非公開發行股票的批覆》（證監許可 [2013]332 號）) given by the China Securities Regulatory Commission, the Company issued 258,823,529 RMB-denominated ordinary shares by way of non-public issue in June 2013. Upon completion of such issue, the Company’s equity structure is as follows:

913,838,529 ordinary shares, comprising 671,838,529 domestic shares, representing 73.52% of the total share capital, and 242,000,000 overseas-listed foreign shares, representing 26.48% of the total share capital.”

• (2) The original Article 26 of the Articles of Association:

  • “Article 26 The Company’s registered capital is RMB655,015,000.”

shall be amended as:

“Article 27 The Company’s registered capital is RMB913,838,529.”

• (3) The contents of the original Article 27 of the Articles of Association shall remain unchanged, with sequence numbers adjusted sequentially.

By Order of the Board

Nanjing Panda Electronics Company Limited Lai Weide Chairman

Nanjing, the People’s Republic of China 8 August 2013

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As at the date of this announcement, the Board comprises Executive Directors: Mr. Lai Weide and Mr. Xu Guofei; Non-executive Directors: Mr. Deng Weiming, Mr. Lu Qing and Mr. Jason Hsuan; and Independent Non-executive Directors: Ms. Zhang Xiuhua, Ms. Liu Danping and Mr. Chu Wai Tsun, Vincent.

Notes:

1. Voting record date

All shareholders of the Company whose names appear in the Company’s register of members at the close of business on Monday, 26 August 2013 are entitled to attend the EGM. Holders of A Shares of the Company whose names appear in the register of members in the Shanghai branch of China Securities Depository and Clearing Corporation Limited at the close of business on 26 August 2013 can bring along their identity cards or shareholder account cards to attend the EGM. Holders of A Shares or their proxies (if any) shall bring their identity cards, shareholder account cards and the proxy forms (if any) to complete the procedures for attending the EGM. Overseas shareholders can register by post or by fax.

Holders of H Shares who intend to attend the EGM must deposit the share certificates together with the transfer documents at the H-Share registrar of the Company, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, on or before 4:00 p.m. on Monday, 26 August 2013. Holders of H Shares whose names appear in the Company’s register of members at the close of business on 26 August 2013, or their representatives or proxies are entitled to attend the EGM with their identity certificates or passports. If a shareholder appoints a proxy to attend the EGM on his behalf, his proxy must bring along the proxy form.

2. Proxy

A shareholder who has the right to attend and vote at the EGM is entitled to appoint one proxy or several proxies, whether a member of the Company or not, to attend and vote at the EGM.

If more than one proxy is appointed by a shareholder, the proxies can exercise their voting rights only in the case of a poll.

The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing. In the case of a corporation, the proxy form must be under its common seal or under the hand of its director or duly authorized attorney. If the proxy form is signed by an agent on behalf of an appointer, the proxy form or other authority must be notarially certified. The proxy form together with the notarially certified power of attorney or other authority must be delivered to the office of the Company (in respect of A Shares) or to the H-Share registrar of the Company, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (in respect of H Shares) 24 hours before the time appointed for the holding of the EGM.

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3. Notice of attendance

Shareholders who intend to attend the EGM should send a reply in writing to the office of the Company in person or by post or by fax on or before 6 September 2013. Completion and return of the written reply shall not preclude the shareholders from attending the EGM.

4. Other businesses

The EGM is expected to last for a half day. Shareholders and their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

The Company’s office and correspondence address: 301 Zhongshan Road East, Nanjing, The People’s Republic of China Postal code: 210002 Telephone: (8625) 8480 1144 Fax: (8625) 8482 0729

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