Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2016

Nov 30, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Nanjing Panda Electronics Company Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges 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.

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PROPOSED CHANGE OF AUDITORS AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 1 to 4 of this circular. A notice and a supplemental notice of the EGM to be held on Thursday, 29 December 2016 at 2:30 p.m. at the Company’s Conference Room, 7 Jingtian Road, Nanjing, the People’s Republic of China, the revised proxy form and the reply slip for use at the EGM have been issued to the H Shareholders. Whether or not you are able to attend and vote at the EGM, please complete and return the revised proxy form in accordance with the instructions printed thereon to the Company’s H Share Registrar, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 24 hours before the time of the EGM or any adjournment thereof. Completion and return of the revised proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

30, November 2016

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
II.	PROPOSED CHANGE OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
III.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . .	3
IV.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
V.	VOTING BY POLL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VI.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

• “Articles of Association” the articles of association of the Company “Board” the board of Directors “Company” Nanjing Panda Electronics Company Limited (南京熊猫電子股 份有限公司), a joint stock company incorporated in the PRC with limited liability, whose H shares are listed on the Main Board of the Stock Exchange and A shares are listed on the Shanghai Stock Exchange

• “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be held on Thursday, 29 December 2016 to consider and approve, among other matters, the change of auditors of the Company and the amendments to the Articles of Association

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time

• “PRC” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, Macau and Taiwan)

• “Shareholder(s)” holder(s) of the share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Executive Directors

Mr. Xu Guofei (Chairman) Mr. Chen Kuanyi Mr. Xia Dechuan

Non-executive Directors

Mr. Lu Qing Mr. Deng Weiming Mr. Gao Gan

Independent non-executive Directors

Registered Address: Level 1–2, Block 5, North Wing, Nanjing High and New Technology Development Zone, Nanjing, the PRC

Office Address: 7 Jingtian Road Nanjing, the PRC Postal Code: 210033

Ms. Du Jie

Mr. Chu Wai Tsun, Vincent

Mr. Zhang Chun

30, November 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

I. INTRODUCTION

References are made to the announcements of the Company dated 11 November 2016 in relation to the proposed change of auditors of the Company and dated 30 November 2016 in relation to the proposed amendments to the Articles of Association.

The purpose of this circular is to provide the Shareholders with detailed information regarding, among other matters, the proposed change of auditors of the Company and the proposed amendments to the Articles of Association.

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LETTER FROM THE BOARD

II. PROPOSED CHANGE OF AUDITORS

Baker Tilly Hong Kong Limited (“ Baker Tilly Hong Kong ”) and Baker Tilly China (Special General Partnership) (“ Baker Tilly China ”), are currently serving as the international auditor and domestic auditor as well as the internal control auditor of the Company respectively and have been providing audit services to the Company for years. Since their terms of provision of financial accounting and auditing services to the Company have reached the prescribed time limit pursuant to the relevant regulations stipulated by the Ministry of Finance of the People’s Republic of China and the State-owned Assets Supervision and Administration Commission of the State Council, the Company has come to an agreement with Baker Tilly Hong Kong and Baker Tilly China on matters regarding their removal as the international auditor and domestic auditor as well as internal control auditor of the Company for the year 2016 upon amicable negotiation. Their removal will effect from the conclusion of the EGM.

On 11 November 2016, the Board proposed to appoint BDO China Shu Lun Pan Certified Public Accountants LLP as the international auditor and domestic auditor as well as the internal control auditor of the Company to fill the vacancies following the removal of Baker Tilly Hong Kong and Baker Tilly China and to hold office until the conclusion of the next annual general meeting of the Company. The removal of auditors and the proposed appointment of auditors (the “ proposed change of auditors ”) are subject to the approval of the Shareholders by way of an ordinary resolution at the EGM and will come into effect upon the passing of such ordinary resolution by the Shareholders at the EGM.

Baker Tilly Hong Kong and Baker Tilly China have confirmed that there is no matter in connection with the proposed change of auditors that needs to be brought to the attention of the Shareholders. The Board is not aware of any matters in connection with the proposed change of auditors that need to be brought to the attention of the Shareholders.

The Board and the audit committee of the Company have confirmed that there are no disagreements or unresolved matters regarding the proposed change of auditors between the Company and Baker Tilly Hong Kong and Baker Tilly China.

The Board would like to take this opportunity to express its gratitude to Baker Tilly Hong Kong and Baker Tilly China for their professional services rendered to the Company over the past years.

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LETTER FROM THE BOARD

III. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to improve work efficiency, the Company intends to prepare the financial statements in accordance with the PRC Accounting Standards for Business Enterprises. As a result, the Board proposes amending certain articles under the Articles of Association. Particulars are as follows:

The original Article 200:

“The financial statements of the Company shall, in addition to being prepared in accordance with PRC accounting standards and regulations, be prepared in accordance with either international accounting standards, or that of the place outside the PRC where the Company’s shares are listed.

If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, such difference shall be stated in the financial statements. In distributing its after-tax profits, the lower of the two amounts shown in the financial statements shall be adopted.”

is proposed to be amended as:

“The financial statements of the Company shall be prepared in accordance with PRC accounting standards and regulations.”

The original Article 201:

“Any interim results or financial information published or disclosed by the Company must also be prepared and presented in accordance with PRC accounting standards and regulations, and also in accordance with either international accounting standards or that of the place overseas where the Company’s shares are listed.”

is proposed to be amended as:

“Any results or financial information published or disclosed by the Company shall be prepared and presented in accordance with PRC accounting standards and regulations.”

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LETTER FROM THE BOARD

• Note: The proposed amendments to the Articles of Association are written in Chinese and there is no official English translation in respect thereof. The English translation is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

The proposed amendments to the Articles of Association are subject to the approval of the Shareholders by way of passing a special resolution at the EGM. The proposed amendments shall come into effect upon the approval from the Shareholders at the EGM.

IV. EGM

The EGM will be held on Thursday, 29 December 2016 at 2:30 p.m. at the Company’s Conference Room, 7 Jingtian Road, Nanjing, the People’s Republic of China.

The notice and supplemental notice of EGM, the revised proxy form and the reply slip for use at the EGM have been issued to the H Shareholders.

The register of members relating to H-shares of the Company will be closed from 29 November 2016 to 29 December 2016, both days inclusive, during which period no transfer of H-shares of the Company will be registered. In order to attend the EGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Hong Kong Registrars Limited, at 46th Floor, Hopewell Center, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on 28 November 2016.

Whether or not you are able to attend and vote at the EGM, please complete and return the proxy form in accordance with the instructions printed thereon to the Company’s H Share Registrar, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 24 hours before the time of the EGM or any adjournment thereof. Completion and return of the revised proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholders has material interest in the resolutions to be proposed at the EGM and is required to abstain from voting at the EGM.

V. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

VI. RECOMMENDATION

The Directors consider that the proposed change of auditors and the proposed amendments to the Articles of Association are in the interests of the Company and the Shareholders as a whole, and accordingly, recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

By order of the Board

Nanjing Panda Electronics Company Limited

Xui Guofei

Chairman

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