Nanjing Panda Electronics : (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES (2) SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING AND (3) NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

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 supplemental 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.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES
2. SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING AND
3. NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

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 3 of this circular. A supplemental notice of EGM to be held on Thursday, 26 March 2020 at 2:30 p.m. at the Company's Conference Room, 7 Jingtian Road, Nanjing, the People's Republic of China and a notice of the First H Shareholders Class Meeting are set out on pages 21 to 22 and pages 23 to 24 respectively. Whether or not you are able to attend and vote at the EGM and/or the First H Shareholders Class Meeting, please complete and return the accompanying supplemental proxy form and the proxy form for the First H Shareholders Class Meeting in accordance with the instructions printed thereon to the Company's H Share Registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong or the office of the Company as soon as possible and in any event not less than 24 hours before the time of the EGM and/or the First H Shareholders Class Meeting or any adjournment thereof. Completion and return of the supplemental proxy form and the proxy form for the First H Shareholders Class Meeting will not preclude you from attending and voting in person at the EGM and/or the First H Shareholders Class Meeting or any adjournment thereof should you so wish.

10 March 2020

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND PROCEDURAL RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . .	21
NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020. . . . . . . . . . . . . . .	23

- i -

DEFINITIONS

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

"A Share(s)"	the domestic ordinary share(s) of the Company, with a nominal
	value of RMB1.00 each, which are subscribed for or credited as
	paid up in Renminbi, and which are listed on the Shanghai Stock
	Exchange
"A Shareholders"	holders of the A Shares of the Company
"A Shareholders Class Meeting"	the 2020 first A Shareholders class meeting of the Company,
	and any adjournment thereof (as the case may be) to be held on
	Thursday, 26 March 2020 immediately after the EGM (or any
	adjournment thereof)
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors
"Class Meetings"	collectively, the A Shareholders Class Meeting and the H
	Shareholders Class Meeting
"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, 26 March 2020 to consider and approve, among other
	matters, the Proposed Amendments
"H Share(s)"	the ordinary share(s) of the Company, with a nominal value
	of RMB1.00 each, which are listed on the Hong Kong Stock
	Exchange and traded in Hong Kong dollars

- ii -

	DEFINITIONS
"H Shareholders Class Meeting"	the 2020 first H Shareholders class meeting of the Company,
	and any adjournment thereof (as the case may be) to be held on
	Thursday, 26 March 2020, immediately after the EGM and the A
	Shareholders Class Meeting (or any adjournment thereof)
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the 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)
"Procedural Rules"	the Procedural Rules of General Meetings and the Procedural
	Rules of the Supervisory Committee
"Procedural Rules of General	the Procedural Rules of General Meetings of the Company
Meetings"
"Procedural Rules of the Supervisory	the Procedural Rules of the Supervisory Committee of the
Committee"	Company
"Proposed Amendments"	the proposed amendments to the Articles of Association and its
	appendices (namely, the Procedural Rules of General Meetings
	and the Procedural Rules of the Supervisory Committee)
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	holder(s) of the share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- iii -

LETTER FROM THE BOARD

Executive Directors	Registered Address:
Mr. Zhou Guixiang (Chairman)	Level 1-2, Block 5,
Mr. Lu Qing	North Wing, Nanjing High
Mr. Xia Dechuan	and New Technology
	Development Zone,
Non-executive Directors	Nanjing, the PRC
Mr. Shen Jianlong
Mr. Deng Weiming	Office Address:
	7 Jingtian Road
Independent non-executive Directors	Nanjing, the PRC
Ms. Du Jie	Postal Code: 210033

Mr. Zhang Chun

Mr. Gao Yajun

10 March 2020

To the Shareholders

Dear Sir or Madam,

1. 1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES
   2. SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING AND
   3. NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020
2. INTRODUCTION
   Reference is made to the announcement of the Company dated 10 March 2020 in relation to the Proposed Amendments. The purpose of this circular is to provide the Shareholders with more information regarding, among other matters, the Proposed Amendments.

- 1 -

LETTER FROM THE BOARD

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES (THE PROCEDURAL RULES OF GENERAL MEETINGS AND THE PROCEDURAL RULES OF THE SUPERVISORY COMMITTEE)
   The Board has convened the extraordinary meeting of the ninth session of the Board on 10 March 2020 and approved, among others, the resolutions in relation to the Proposed Amendments.
   In accordance with the requirements under relevant laws and regulations, such as the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《( 國務院關於調整適用在境 外上市公司召開股東大會通知期限等事項規定的批覆》(國函〔2019〕97號)) issued by the State Council and the Guidelines on Articles of Association of Listed Companies, and after taking into consideration the actual circumstances of the Company, the Board proposes to make amendments to the Articles of the Association.
   In accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《( 國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》
   (國函〔2019〕97號)) issued by the State Council and after taking into consideration the actual circumstances of the Company, the Board proposes to make amendments to the Procedural Rules of General Meetings.
   In order to further improve the scientific nature of decision-making of the supervisory committee and give full play to the role of the supervisory committee, in accordance with the Company Law, the Articles of Association and other relevant regulations and after taking into consideration the actual circumstances of the Company, the Board proposes to make amendments to the Procedural Rules of the Supervisory Committee. The details of the Proposed Amendments are set out in the appendix on pages 4 to 20 of this circular.
   Save for the terms set out in the appendix, other terms of the Articles of Association, the Procedural Rules of General Meetings and the Procedural Rules of the Supervisory Committee remain unchanged.
   The Articles of Association and the Procedural Rules 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 are subject to the approval of the Shareholders by way of special resolutions at the EGM and the First H Shareholders Class Meeting. The Proposed Amendments shall come into effect upon the approval from the Shareholders at the EGM and the First H Shareholders Class Meeting.

- 2 -

LETTER FROM THE BOARD

1. EGM
   A notice convening the EGM to be held on Thursday, 26 March 2020 at 2:30 p.m. at the Company's Conference Room, 7 Jingtian Road, Nanjing, the People's Republic of China, a proxy form and the reply slip for use at the EGM have been issued to the H Shareholders.

A supplemental notice setting out the additional resolutions to be resolved at the EGM and a notice of the First H Shareholders Class Meeting are set out on pages 21 to 22 and pages 23 to 24 of this circular. Whether or not you are able to be present at the EGM and/or the First H Shareholders Class Meeting, please complete and return the accompanying supplemental proxy form and/or the proxy form for the First H Shareholders Class Meeting in accordance with the instructions printed thereon to the Company's H Share Registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong (in case of holders of H shares) or the office of the Company (in case of holders of A shares) as soon as possible and in any event not less than 24 hours before the time of the EGM and/or the First H Shareholders Class Meeting or any adjournment thereof. Completion and return of the supplemental proxy form and/or the proxy form for the First H Shareholders Class Meeting will not preclude you from attending and voting in person at the EGM and/or the First H Shareholders Class Meeting or any adjournment thereof should you so wish.

IV. 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.

1. RECOMMENDATION
   The Directors consider that the Proposed Amendments 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 and the First H Shareholders Class Meeting.

By order of the Board

Nanjing Panda Electronics Company Limited

Zhou Guixiang

Chairman

- 3 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION AND PROCEDURAL RULES

1. Comparison Chart of Amendments to the Articles of Association

No.	Original Article	Amended Article
1	Article 7 These articles of association	Article 7 These articles of association
	o f t h e C o m p a n y (t h e "A r t i c l e s o f	o f t h e C o m p a n y (t h e "A r t i c l e s o f
	A s s o c i a t i o n") a r e f o r m u l a t e d a n d	A s s o c i a t i o n") a r e f o r m u l a t e d a n d
	a m e n d e d i n a c c o r d a n c e w i t h t h e	a m e n d e d i n a c c o r d a n c e w i t h t h e
	Company Law of the People's Republic	Company Law of the People's Republic
	of China (the "Company Law"), the	of China (the "Company Law"), the
	Special Regulations on the Overseas	Special Regulations on the Overseas
	Offering and Listing of Shares by Joint	Offering and Listing of Shares by Joint
	Stock Limited Companies promulgated	Stock Limited Companies promulgated
	by the State Council (the "Special	by the State Council (the "Special
	Regulations"), the Mandatory Provisions	Regulations"), the Reply of State
	for the Articles of Association of	Council on Adjustments of Notice
	C o m p a n i e s t o b e L i s t e d O v e r s e a s	Period for Convention of General
	(the "Mandatory Provisions") and	Meeting and Other Matters Applicable
	other relevant laws and administrative	to Overseas Listed Companies, the
	regulations.	Mandatory Provisions for the Articles
		of Association of Companies to be
		L i s t e d O v e r s e a s (t h e "M a n d a t o r y
		Provisions") and other relevant laws and
		administrative regulations.
2	Article 50 Transfers may not be entered	Article 50 The change of the register
	in the register of shareholders within	of shareholders of the Company shall
	thirty (30) days prior to the date of	be conducted in accordance with the
	a general meeting or within five (5)	relevant laws and regulations and the
	days before the record date set by the	Listing Rules of the stock exchange
	Company for the purpose of distribution	which the Company listed on prior
	of dividends.	to the date of a general meeting of
		the Company or the record date set
		by the Company for the purpose of
		distribution of dividends.

- 4 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
	3	Article 81 A forty-five (45) days' written	Article 81 A twenty (20) business days'
		notice convening a general meeting shall	written notice convening an annual
		be given to shareholders whose names	general meeting and at least ten (10)
		appear on the register of shareholders,	business days' or fifteen (15) day's
		specifying the matters proposed to be	(whichever is longer) written notice
		considered and the date and place of the	convening an extraordinary general
		meeting. Shareholders who intend to	meeting shall be given to shareholders
		attend the meeting shall serve the written	whose names appear on the register of
		reply slip to the Company twenty (20)	shareholders, specifying the matters
		days prior to the date of the meeting.	proposed to be considered and the
			date and place of the meeting. The
			"business day" stated in the Articles of
			Association refers to the dates that the
			Stock Exchange of Hong Kong Limited
			opens for trading.
	4	Article 82 The board of directors,	Article 82 The board of directors,
		the supervisory committee and the	the supervisory committee and the
		shareholders individually or jointly	shareholders individually or jointly
		holding 3% or more of the Company's	holding 3% or more of the Company's
		shares have the right to propose new	shares have the right to propose
		motions in writing to the Company, and	motions in writing to the Company,
		the Company shall include such proposed	and the Company shall include such
		motions into the agenda for such general	proposed motions into the agenda for
		meeting if they are matters falling within	such general meeting if they are matters
		the functions and powers of general	falling within the functions and powers
		meetings.	of general meetings.

- 5 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
			ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article		Amended Article
				The shareholders individually or
				jointly holding 3% or more of the
				C o m p a n y's s h a r e s m a y p r o p o s e
				provisional motions and submit to the
				convener in writing prior to ten (10)
				days of the convening of a general
				meeting. The convener shall issue a
				supplemental notice of general meeting
				within two (2) days after receiving the
				proposed motions to make public the
				contents of the provisional motions.
				Provisional motions should carry
				specific subjects and matters to be
				resolved that fall within the scope of
				authority of the general meeting. The
				supplemental notice of general meeting
				i s s u e d b y t h e C o m p a n y a n d t h e
				convening of a general meeting shall
				be in compliance with the relevant
				requirements of laws, regulations,
				rules and the Listing Rules of the stock
				exchange which the Company listed
				on.

- 6 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
	5	Article 84 The Company shall, based	Article 84 No decision shall be made on
		on the written replies received twenty	matters not stated in the notice of the
		(20) days before the date of the general	general meeting at a general meeting.
		meeting, calculate the number of voting
		shares represented by the shareholders
		who intend to attend the meeting. If
		the number of shares with voting rights
		represented by the shareholders who
		intend to attend the meeting reaches
		one half or more of the Company's total
		voting shares, the Company may hold
		the meeting; otherwise, the Company
		shall within five (5) days notify the
		shareholders again, by way of public
		announcement, of the matters to be
		considered at, and the place and date of,
		the meeting before it proceeds to hold
		the general meeting.
		No decision shall be made on matters not
		stated in the notice at an extraordinary
		general meeting.

- 7 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
	6	Article 86 Notice of a general meeting	Article 86 Notice of a general meeting
		shall be served on the shareholders	shall be served on the shareholders
		(whether or not entitled to vote at the	(whether or not entitled to vote at the
		meeting), by personal delivery or by	meeting), by personal delivery or by
		prepaid mail, the address of the recipient	prepaid mail, the address of the recipient
		shall be the registered address as shown	shall be the registered address as shown
		in the register of shareholders. For	in the register of shareholders. For
		holders of domestic shares, notice of a	holders of domestic shares, the notice of
		general meeting may be given by way of	a general meeting may also be given by
		announcement.	way of announcement.
		The announcement referred to in the	The announcement referred to in the
		preceding paragraph shall be published	preceding paragraph shall be published
		in one or more newspapers designated	in one or more newspapers designated
		by the securities authority of the State	by the securities authority of the State
		Council within forty-five (45) to fifty	Council. Once the announcement is
		(50) days before the date of holding	made, the holders of domestic shares
		the meeting. Once the announcement	shall be deemed to have received the
		is made, the holders of domestic shares	notice of relevant general meeting.
		shall be deemed to have received the
		notice of relevant general meeting.

- 8 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
	7	Article 117 Shareholders requisitioning	Article 117 Shareholders requisitioning
		the convening of an extraordinary	the convening of a class meeting shall
		general meeting or a class meeting shall	abide by the following procedures:
		abide by the following procedures:
			(1) Two or more shareholders jointly
		(1) Two or more shareholders jointly	holding 10 per cent or more of the
		holding 10 per cent or more of the	shares carrying the right to vote at
		shares carrying the right to vote at	the meeting sought to be held may
		the meeting sought to be held may	request the board of directors
		request the board of directors to	to convene a class meeting by
		convene an extraordinary general	signing and submitting one or
		meeting or a class meeting by	more counterpart request(s), in the
		signing and submitting one or	same form and content, in which
		more counterpart request(s), in the	the matters for consideration at the
		same form and content, in which	meeting shall be set out clearly.
		the matters for consideration	The board of directors shall,
		at the meeting shall be set out	as soon as possible, convene a
		clearly. The board of directors	class meeting after receiving
		shall, as soon as possible, convene	the said request. The amount of
		an extraordinary general meeting	shareholdings referred to above
		or a class meeting after receiving	shall be calculated as at the date
		the said request. The amount of	of the request.
		shareholdings referred to above
		shall be calculated as at the date
		of the request.

- 9 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
		(2) If the board of directors fails to	(2) If the board of directors fails
		issue notice convening such a	to issue notice convening such
		meeting within thirty (30) days	a meeting within ten (10) days
		f r o m t h e d a t e o f t h e r e c e i p t	from the date of the receipt
		of the said written request(s),	of the said written request(s),
		the shareholders making such	the shareholders making such
		r e q u e s t ( s ) m a y t h e m s e l v e s	r e q u e s t(s) m a y t h e m s e l v e s
		convene such a meeting within	convene such a meeting from
		four (4) months from the date of	the date of receipt of the request
		receipt of the request by the board	by the board of directors, and
		of directors, and the procedures	the procedures for convening
		for convening such meeting shall	such meeting shall follow the
		follow the procedures of the	procedures of the shareholders'
		shareholders' general meeting	general meeting convened by the
		convened by the board of directors	board of directors as much as
		as much as possible.	possible.
		Any reasonable expenses incurred	Any reasonable expenses incurred
		b y t h e s h a r e h o l d e r s i n c o n v e n i n g	b y t h e s h a r e h o l d e r s i n c o n v e n i n g
		and holding such meeting due to the	and holding such meeting due to the
		failure of the board of directors to	failure of the board of directors to
		convene such meeting in response to the	convene such meeting in response to the
		aforesaid request(s) shall be borne by	aforesaid request(s) shall be borne by
		the Company. Such expenses shall be	the Company. Such expenses shall be
		deducted from the amounts owed by the	deducted from the amounts owed by the
		Company to the directors in default.	Company to the directors in default.

- 10 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
	8	Article 129 A forty-five (45) days'	Article 129 At least ten (10) business
		w r i t t e n n o t i c e c o n v e n i n g a c l a s s	days' or fifteen (15) days' (whichever is
		meeting shall be given to shareholders	longer) written notice convening a class
		whose names appear on the register of	meeting shall be given to shareholders
		shareholders of such class, specifying	whose names appear on the register of
		the matters proposed to be considered	shareholders of such class, specifying
		and the date and place of the meeting.	the matters proposed to be considered
		Shareholders who intend to attend the	and the date and place of the meeting.
		meeting shall serve the written reply slip
		to the Company twenty (20) days prior to
		the date of the meeting.
		If the number of shares carrying rights
		to vote at the meeting represented by
		the shareholders intending to attend
		the meeting reaches half or more of the
		total number of shares of such class
		carrying rights to vote at the meeting, the
		Company may hold the class meeting;
		otherwise, the Company shall within five
		(5) days notify the shareholders again, by
		way of announcement, of the matters to
		be considered at, and the place and date
		of, the meeting before it proceeds to hold
		the class meeting.
	9	Article 165 The general manager,	Article 165 The general manager, deputy
		deputy general managers and other	general managers and other senior
		senior management members who wish	management members who wish to
		to resign shall give a three (3) months'	resign shall give a written notice to the
		written notice to the board of directors.	board of directors in advance.
		Department managers who wish to resign
		shall give a two (2) months' written
		notice to the general manager.

- 11 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article	Amended Article
	10	Article 168 The supervisory committee	A r t i c l e 1 6 8 T h e p r o p o r t i o n o f
		s h a l l c o m p r i s e a t l e a s t t w o ( 2 )	employees' representatives in the
		representatives of the employees, and	supervisory committee must not be
		the rest being representatives of the	less than one-third,and the rest being
		shareholders. Employees' representatives	representatives of the shareholders.
		s h a l l b e e l e c t e d a n d r e m o v e d b y	Employees' representatives shall be
		the employees while shareholders'	elected and removed by the employees
		representatives shall be elected and	while shareholders' representatives shall
		removed at a general meeting.	be elected and removed at a general
			meeting.
	11	Article 208 The Company shall have an	Article 208 The Company shall have
		internal audit office which shall carry	an internal audit office. The internal
		out internal audit and supervision on	audit office shall consist of a number
		the financial revenues and expenditures	of internal auditors, one of whom
		and other economic activities of the	shall act as the head. The internal
		Company. The internal audit office shall	audit office shall carry out internal
		consist of a number of internal auditors,	audit and supervision on the financial
		one of whom shall act as the head who	revenues and expenditures and other
		shall be nominated by the Chairman of	economic activities of the Company.
		the board and be appointed and removed
		by the board of directors.	The internal audit office shall be directly
			accountable to the board of directors.
		The internal audit office shall be directly
		accountable to the board of directors.
	12	Article 228 The types of coverage,	Article 228 The types of coverage, the
		t h e i n s u r e d a m o u n t s, p e r i o d s a n d	insured amounts, periods and other terms
		other terms shall be submitted by the	shall be determined by the general
		general manager of the Company to	manager of the Company by reference
		the board of directors for discussion	to the practices of peer companies and
		and determination by reference to the	the practices and legal requirements in
		practices of peer companies in other	the PRC.
		countries and the practices and legal
		requirements in the PRC.

- 12 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
			ASSOCIATION AND PROCEDURAL RULES
	No.	Original Article		Amended Article
	13			A r t i c l e 2 5 6 I n t h e A r t i c l e s o f
				Association, references to "above", "at
				least" and "expiration" are inclusive;
				references to "beyond", "lower than"
				and "less than" are exclusive.

2. Comparison Chart of Amendments to the Procedural Rules of General Meetings

No.	Original Articles	Amendments
1	Article 12 A forty- five (45) days'	Article 12 A twenty (20) business days'
	written notice convening the general	written notice convening an annual
	meeting shall be given to shareholders	general meeting and at least ten (10)
	whose names appear in the register of	business days' or fifteen (15) days'
	shareholders of the matters proposed to	(whichever is longer) written notice
	be considered and the date and place of	convening an extraordinary general
	the meeting. Shareholders who intend to	meeting shall be given to shareholders
	attend the meeting shall serve the written	whose names appear on the register of
	reply slip to the Company twenty (20)	shareholders, specifying the matters
	days prior to the date of the meeting.	proposed to be considered and the
		date and place of the meeting. The
		"business day" stated in the Articles of
		Association refers to the dates that the
		Stock Exchange of Hong Kong Limited
		opens for trading.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Articles	Amendments
	2	A r t i c l e 1 3 W h e n t h e C o m p a n y	A r t i c l e 1 3 W h e n t h e C o m p a n y
		convenes a general meeting, the board	convenes a general meeting, the board
		of directors, the supervisory committee	of directors, the supervisory committee
		and shareholders individually or jointly	and shareholders individually or jointly
		holding 3% or more of the Company's	holding 3% or more of the Company's
		shares have the right to propose new	shares have the right to propose
		motions in writing to the Company, and	motions in writing to the Company,
		the Company shall include such proposed	and the Company shall include such
		motions into the agenda for such general	proposed motions into the agenda for
		meeting if they are matters falling within	such general meeting if they are matters
		the functions and powers of general	falling within the functions and powers
		meeting.	of general meetings.
		Other than the circumstances stipulated	The shareholders individually or
		in the above provision, proposals already	jointly holding 3% or more of the
		listed in the notice of the general meeting	C o m p a n y's s h a r e s m a y p r o p o s e
		shall not be altered and new proposals	provisional motions and submit to the
		shall not be added following the issuance	convener in writing prior to ten (10)
		of the notice of the general meeting by	days of the convening of a general
		the convener.	meeting. The convener shall issue a
			supplemental notice of general meeting
		Proposals that are not clearly listed in	within two (2) days after receiving the
		the notice of the general meeting or are	proposed motions to make public the
		not in compliance with Article 13 of	contents of the provisional motions.
		the Articles of Association shall not be	Provisional motions should carry
		voted on and decided during the general	specific subjects and matters to be
		meeting.	resolved that fall within the scope of
			authority of the general meeting. The
			supplemental notice of general meeting
			i s s u e d b y t h e C o m p a n y a n d t h e
			convening of a general meeting shall
			be in compliance with the relevant
			requirements of laws, regulations,
			rules and the Listing Rules of the stock
			exchange which the Company listed
			on.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Articles	Amendments
			Other than the circumstances stipulated
			in the above provision, proposals already
			listed in the notice of the general meeting
			shall not be altered and new proposals
			shall not be added following the issuance
			of the notice of the general meeting by
			the convener.
			Proposals that are not clearly listed in
			the notice of the general meeting or are
			not in compliance with Article 13 of
			the Articles of Association shall not be
			voted on and decided during the general
			meeting.
	3	Article 15 The Company shall, based	Article 15 No decision shall be made on
		on the written replies received twenty	matters not stated in the notice of the
		(20) days before the date of the general	general meeting at a general meeting.
		meeting from the shareholders, calculate
		the number of voting shares represented
		by the shareholders who intend to attend
		the meeting. If the number of voting
		shares represented by the shareholders
		who intend to attend the meeting reaches
		one half or more of the Company's total
		voting shares, the Company may hold the
		meeting; if not, the Company shall within
		5 days notify the shareholders by public
		notice of the matters to be transacted at,
		the place and date for, the meeting. The
		Company may convene such meeting
		after such announcement.
		An extraordinary general meeting shall
		not transact matters not stated in the
		notice of meeting.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Articles	Amendments
	4	Article 18 All registered shareholders as	Article 18 All registered shareholders as
		at the equity registration date and their	at the equity registration date and their
		proxies are entitled to attend the general	proxies are entitled to attend the general
		meeting. The Company and the convener	meeting. The Company and the convener
		cannot reject such shareholders from	cannot reject such shareholders from
		attending the general meeting for any	attending the general meeting for any
		reason.	reason.
		Notice of general meeting shall be	Notice of a general meeting shall be
		served on the shareholders (whether or	served on the shareholders (whether or
		not entitled to vote at the meeting), by	not entitled to vote at the meeting), by
		delivery or prepaid mail to the registered	personal delivery or by prepaid mail,
		address of any such shareholders. For	the address of the recipient shall be
		the holders of domestic shares, notice of	the registered address as shown in the
		the meeting may also be made by way of	register of shareholders. For holders
		announcement.	of domestic shares, notice of a general
			m e e t i n g m a y b e g i v e n b y w a y o f
		The announcement referred to in the	announcement.
		preceding paragraph shall be published
		in one or more newspapers designated	The announcement referred to in the
		by the securities authority of the State	preceding paragraph shall be published
		Council within the interval between	in one or more newspapers designated
		forty-five (45) days and fifty (50) days	by the securities authority of the State
		before the date of the meeting. Once the	Council. Once the announcement is
		announcement is made, the holders of	made, the holders of domestic shares
		domestic-invested shares shall be deemed	shall be deemed to have received the
		to have received notice of the relevant	notice of relevant general meeting.
		general meeting.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Articles	Amendments
	5	Article 49 Shareholders requisitioning	Article 49 Shareholders requisitioning
		extraordinary general meetings of	the convening of a class meeting shall
		shareholders or class meetings shall	abide by the following procedures:
		abide by the following procedures:
			(1) Two or more shareholders jointly
		(1) Two or more shareholders jointly	holding 10 per cent or more of the
		holding 10 per cent or more of the	shares carrying the right to vote at
		shares carrying the right to vote at	the meeting sought to be held may
		the meeting sought to be held may	request the board of directors
		request the board of directors to	to convene a class meeting by
		convene an extraordinary general	signing and submitting one or
		meeting or a class meeting by	more counterpart request(s), in the
		signing and submitting one or	same form and content, in which
		more counterpart request(s), in the	the matters for consideration at the
		same form and content, in which	meeting shall be set out clearly.
		the matters for consideration	The board of directors shall,
		at the meeting shall be set out	as soon as possible, convene a
		clearly. The board of directors	class meeting after receiving
		shall, as soon as possible, convene	the said request. The amount of
		an extraordinary general meeting	shareholdings referred to above
		or a class meeting after receiving	shall be calculated as at the date
		the said request. The amount of	of the request.
		shareholdings referred to above
		shall be calculated as at the date
		of the request.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Articles	Amendments
		(2) If the board of directors fails to	(2) If the board of directors fails
		issue a notice convening such a	to issue notice convening such
		meeting within thirty (30) days	a meeting within ten (10) days
		f r o m t h e d a t e o f t h e r e c e i p t	from the date of the receipt
		of the said written request(s),	of the said written request(s),
		the shareholders making such	the shareholders making such
		r e q u e s t ( s ) m a y t h e m s e l v e s	r e q u e s t(s) m a y t h e m s e l v e s
		convene such a meeting within	convene such a meeting from
		four (4) months from the date of	the date of receipt of the request
		receipt of the request by the board	by the board of directors, and
		of directors, and the procedures	the procedures for convening
		for convening such meeting shall	such meeting shall follow the
		follow the procedures of the	procedures of the shareholders'
		shareholders' general meeting	general meeting convened by the
		convened by the board of directors	board of directors as much as
		as much as possible.	possible.
		Any reasonable expenses incurred	Any reasonable expenses incurred
		b y t h e s h a r e h o l d e r s i n c o n v e n i n g	b y t h e s h a r e h o l d e r s i n c o n v e n i n g
		and holding such meeting due to the	and holding such meeting due to the
		failure of the board of directors to	failure of the board of directors to
		convene such meeting in response to the	convene such meeting in response to the
		aforesaid request(s) shall be borne by	aforesaid request(s) shall be borne by
		the Company. Such expenses shall be	the Company. Such expenses shall be
		deducted from the amounts owed by the	deducted from the amounts owed by the
		Company to the directors in default.	Company to the directors in default.

- 18 -

APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION AND PROCEDURAL RULES
	No.	Original Articles	Amendments
	6	Article 69 A 45 days' written notice	Article 69 At least ten (10) business
		convening a class meeting shall be given	days' or fifteen (15) days' (whichever is
		to shareholders whose names appear in	longer) written notice convening a class
		the register of shareholders of such class	meeting shall be given to shareholders
		shares of the matters proposed to be	whose names appear on the register of
		considered and the date and place of the	shareholders of such class, specifying
		meeting. The shareholders who intend to	the matters proposed to be considered
		attend the meeting shall serve the written	and the date and place of the meeting.
		reply to the Company twenty (20) days
		prior to the date of the meeting.
		If the number of voting shares represented
		by the shareholders who intend to attend
		the meeting reaches one half or more
		of the Company's total voting class
		shares at the meeting, the Company
		may hold the class meeting; if not, the
		Company shall within 5 days notify the
		shareholders by public notice of the
		matters to be transacted at, the place
		and date for, the meeting again. The
		Company may convene such a meeting
		after such announcement.

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APPENDIX	PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION AND PROCEDURAL RULES

3. Comparison Chart of Amendments to the Procedural Rules of the Supervisory Committee

No.	Original Articles	Amendments
1	Article 5 The supervisory committee shall	Article 5 The proportion of employees'
	comprise 2 employee's representative	representatives in the supervisory
	and 1 shareholder's representative.	committee must not be less than one-
	Employees' representatives shall be	third, and the rest being representatives
	elected and removed by the employees	of the shareholders . E m p l o y e e s'
	while shareholders' representatives shall	representatives shall be elected and
	be elected and removed at a general	r e m o v e d b y t h e e m p l o y e e s w h i l e
	meeting.	shareholders' representatives shall be
		elected and removed at a general meeting.

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

SUPPLEMENTAL NOTICE OF

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

This notice is supplemental to the notice dated 7 February 2020 (the "Former EGM Notice") of the first extraordinary general meeting in 2020 of Nanjing Panda Electronics Company Limited (the "Company") to be held at the Conference Room, 7 Jingtian Road, Nanjing, the People's Republic of China at 2:30 p.m. on Thursday, 26 March 2020 (the "EGM"), to consider and, if thought fit, approve the following resolutions (with or without modification) in addition to the resolutions set out in the Former EGM Notice. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 10 March 2020 (the "Circular").

SPECIAL RESOLUTION

1. To consider Amendments to the Articles of Association.
2. To consider the resolution on Amendments to the Procedural Rules of General Meeting of the Company.
3. To consider the resolution on Amendments to the Procedural Rules of the Supervisory Committee of the Company.

(For details of the Proposed Amendments, please refer to the appendix of the Circular.)

By Order of the Board of Directors

Nanjing Panda Electronics Company Limited

Zhou Guixiang

Chairman

Nanjing, the People's Republic of China

10 March 2020

As at the date of this announcement, the Board comprises Executive Directors: Mr. Zhou Guixiang, Mr.

Lu Qing and Mr. Xia Dechuan; Non-executive Directors: Mr. Shen Jianlong and Mr. Deng Weiming; and

Independent Non-executive Directors: Ms. Du Jie, Mr. Zhang Chun and Mr. Gao Yajun.

- 21 -

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Apart from the proposed supplemental resolutions set out above, all other matters of the EGM remain unchanged. For details of other resolutions to be considered and approved at the EGM, eligibility for attending the EGM, registration procedures, closure of register of members and other relevant matters, please refer to the Former EGM Notice of the Company dated 7 February 2020.
2. A supplemental form of proxy for the EGM (the "Supplemental Form of Proxy") is enclosed with this supplemental notice. Supplemental Form of Proxy together with notarially certified power of attorney or other authorization documents (if any) 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 17M 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.
3. 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.
4. Shareholders who intend to appoint a proxy to attend the EGM but have not returned the form of proxy (the "First Form of Proxy") sent together with the Former Notice of the EGM shall only return the Supplemental Form of Proxy while the First Form of Proxy needs not to be returned.
5. A Shareholder who has already lodged the First Form of Proxy should note that:
6. 1. If the Supplemental Form of Proxy is yet to be returned 24 hours before the time designated for holding the EGM or any adjournment thereof, the duly completed and returned First Form of Proxy will be deemed as a valid form of proxy. Other than those resolutions contained in the Former EGM Notice and the First Form of Proxy, the proxy/proxies so appointed by the Shareholder shall also be entitled to vote at its/his/her discretion or abstain from voting on any resolutions properly put forward at the EGM, including the supplemental resolutions set out in the supplemental notice of the EGM.
   2. If the Supplemental Form of Proxy has been returned 24 hours before the time designated for the holding the EGM or any adjournment thereof, the First Form of Proxy previously returned by the Shareholder shall be revoked and superseded by the Supplemental Form of Proxy. The duly completed Supplemental Form of Proxy will be deemed as a valid form of proxy.
7. 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.
8. The Company's office and correspondence address: 7 Jingtian Road, Nanjing,
   The People's Republic of China Postal code: 210033 Telephone: [phone] Fax: [phone]

- 22 -

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

NOTICE OF THE FIRST H SHAREHOLDERS

CLASS MEETING IN 2020

NOTICE IS HEREBY GIVEN that the first H shareholders class meeting in 2020 (the "H Shareholders Class Meeting") of Nanjing Panda Electronics Company Limited (the "Company") will be held immediately following the first extraordinary general meeting in 2020 of the Company and the first A shareholders class meeting in 2020 of the Company at the Conference Room, 7 Jingtian Road, Nanjing, the People's Republic of China on Thursday, 26 March 2020 to consider and, if thought fit, pass the following resolution:

SPECIAL RESOLUTION

1. To consider Amendments to the Articles of Association.
2. To consider the resolution on Amendments to the Procedural Rules of General Meeting of the Company.

By Order of the Board

Nanjing Panda Electronics Company Limited

Zhou Guixiang

Chairman

Nanjing, the PRC

10 March 2020

As at the date of this announcement, the Board comprises Executive Directors: Mr. Zhou Guixiang, Mr.

Lu Qing and Mr. Xia Dechuan; Non-executive Directors: Mr. Shen Jianlong and Mr. Deng Weiming; and

Independent Non-executive Directors: Ms. Du Jie, Mr. Zhang Chun and Mr. Gao Yajun.

- 23 -

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

Notes:

1. For details of, eligibility for attending the first H Shareholders Class Meeting, registration procedures, closure of register of members and other relevant matters, please refer to the former EGM Notice of the Company dated 7 February 2020.
2. A form of proxy for H Shareholders Class Meeting (the "Form of Proxy for H Shareholders Class Meeting") is enclosed with this notice. Form of Proxy for H Shareholders Class Meeting together with notarially certified power of attorney or other authorization documents (if any) must be delivered to the H-Share registrar of the Company, Hong Kong Registrars Limited at 17M 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 for H Shareholders Class Meeting.
3. A shareholder who has the right to attend and vote at the H Shareholders Class Meeting is entitled to appoint one proxy or several proxies, whether a member of the Company or not, to attend and vote at the H Shareholders Class Meeting. 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 Company's office and correspondence address: 7 Jingtian Road, Nanjing,
   The People's Republic of China Postal code: 210033 Telephone: [phone] Fax: [phone]

- 24 -