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

Jul 4, 2016

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 2016

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2016 (“ EGM ”) of Nanjing Panda Electronics Company Limited (the “ Company ”) will be held at the Conference Room, 7 Jingtian Road, Nanjing, the People’s Republic of China at 2:30 p.m. on Friday, 19 August 2016, to consider and, if thought fit, pass the following resolutions (with or without modification):

ORDINARY RESOLUTIONS

1. To consider the provision of a guarantee to Nanjing Panda Electronics Equipment Co., Ltd. (南京熊猫電子裝備有限公司), a subsidiary of the Company, for financing in the sum of not more than RMB340 million, with a term expiring on 30 June 2019.

2. To consider the provision of a guarantee to Nanjing Panda Information Industry Co., Ltd. (南京熊猫信息產業有限公司), a subsidiary of the Company, for financing in the sum of not more than RMB530 million, with a term expiring on 30 June 2019.

3. To consider the provision of a guarantee to Nanjing Panda Electronic Manufacture Co., Ltd. (南京熊猫電子製造有限公司), a subsidiary of the Company, for financing in the sum of not more than RMB200 million, with a term expiring on 30 June 2019.

4. To consider the provision of a guarantee to Nanjing Huage Appliance and Plastic Industrial Co., Ltd. (南京華格電汽塑業有限公司), a subsidiary of the Company, for financing in the sum of not more than RMB100 million, with a term expiring on 30 June 2019.

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1. To consider the provision of a guarantee to Nanjing Panda Mechanical Manufacturing Co., Ltd. (南京熊猫機電製造有限公司), a subsidiary of the Company, for financing in the sum of not more than RMB15 million, with a term expiring on 30 June 2019.

By Order of the Board Nanjing Panda Electronics Company Limited Xu Guofei Chairman

Nanjing, the People’s Republic of China 4 July 2016

As at the date of this notice, the Board comprises Executive Directors: Mr. Xu Guofei, Mr. Chen Kuanyi and Mr. Xia Dechuan; Non-executive Directors: Mr. Lu Qing, Mr. Deng Weiming and Mr. Gao Gan; and Independent Non-executive Directors: Ms. Du Jie, Mr. Chu Wai Tsun, Vincent and Mr. Zhang Chun.

Notes:

1. All shareholders of the Company whose names appear in the Company’s register of members at the close of business on 19 July 2016 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 19 July 2016 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 7 Jingtian Road, Nanjing. Overseas shareholders can register by post or by fax.

2. 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 4:30 p.m. on 19 July 2016. Holders of H Shares whose names appear in the Company’s register of members at the close of business on 19 July 2016, 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.

3. All holders of H Shares of the Company should pay attention that the register of members of the Company will be closed from 20 July 2016 to 19 August 2016, 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 19 July 2016, or their representatives or proxies are entitled to attend the EGM with their identity certificates or passports.

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1. If a shareholder appoints a proxy to attend the EGM on his behalf, his proxy must bring along with the proxy form.

2. 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.

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

4. 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.

5. 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.

6. 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 29 July 2016. The written reply shall not preclude the shareholders from attending the EGM.

7. The Company’s office and correspondence address: 7 Jingtian Road, Nanjing, The People’s Republic of China Postal code: 210033 Telephone: (8625) 8480 1144 Fax: (8625) 8482 0729

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