Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2014

Nov 13, 2014

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 THIrd

EXTrAOrdINArY GENErAL MEETING IN 2014

NOTICE IS HErEBY GIVEN that the third extraordinary general meeting in 2014 (“ 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 Monday, 29 December 2014 at 2:00 p.m., to consider and, if thought fit, pass the following resolutions (with or without modification). Reference is made to the announcement of the Company dated 8 October 2014, which contain details of the following resolutions.

OrdINArY rESOLUTIONS

1. “ THAT the resolution in relation to the provision of guarantee in favour of Nanjing Panda Information Industry Co., Ltd. (南京熊猫信息產業有限公司), a subsidiary of the Company, for a new credit of RMB100,000,000.00, for a term expiring on 30 June 2016 be approved.”

2. “ THAT the resolution in relation to the provision of guarantee in favour of Nanjing Panda Electronics Equipment Co., Ltd. (南京熊猫電子裝備有限公司), a subsidiary of the Company, for a new credit of RMB200,000,000.00, for a term expiring on 30 June 2016 be approved.”

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By Order of the Board Nanjing Panda Electronics Company Limited Lai Weide Chairman

Nanjing, the People’s Republic of China 13 November 2014

As at the date of this notice, the Board comprises Executive Directors: Mr. Lai Weide and Mr. Xu Guofei; Non-executive Directors: Mr. Deng Weiming, Mr. Lu Qing, Mr. Xia Dechuan 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 Friday, 28 November 2014 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 28 November 2014 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 at the secretariat office of the Board of the Company at 301 Zhongshan Road East, Nanjing. 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 Friday, 28 November 2014. Holders of H Shares whose names appear in the Company’s register of members at the close of business on 28 November 2014, 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.

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2. Closure of register of members

All holders of H Shares of the Company should pay attention that the register of members of the Company will be closed from 29 November 2014 to 29 December 2014, both days inclusive, during which period no transfer of H Shares can be registered. Holders of H Shares whose names appear in the Company’s register of member at the close of business on 28 November 2014, 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 with the proxy form.

3. 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.

4. 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 8 December 2014. Completion and return of the written reply shall not preclude the shareholders from attending the EGM.

5. 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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