Nanjing Panda Electronics : NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

NOTICE OF

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2020 (the "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 on Thursday, 26 March 2020 at 2:30 p.m. to consider and, if thought fit, pass the following resolution (with or without modification):

ORDINARY RESOLUTION

1. Election of director of the ninth session of the board of the Company (the "Board")

Election of Mr. Li Changjiang as a non-executive director of the ninth session of the Board, whose term is in line with the term of the ninth session of the Board and becomes effective upon the resolution being considered and approved at the general meeting of the Company.

By Order of the Board

Nanjing Panda Electronics Company Limited

Zhou Guixiang

Chairman

Nanjing, the People's Republic of China

7 February 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.

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Notes:

1. For biographical details of the director for the proposed election as non-executive director to be elected at the EGM, please refer to the announcement published on the website of The Stock Exchange of Hong Kong Limited on 7 February 2020.
2. All holders of H shares of the Company should pay attention that the register of members of the Company will be closed from 27 February 2020 to 26 March 2020, both days inclusive, during which period no transfer of H shares can be registered so as to ascertain the holders of H shares' entitlement to attend and vote at the EGM. 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 26 February 2020.
3. Shareholders who are entitled to attend the EGM 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.
4. 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.
5. If more than one proxy is appointed by a shareholder, the proxies can exercise their voting rights only in the case of a poll.
6. 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 notarized.
7. The proxy form together with the notarized 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.
8. 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 March 2020. The written reply shall not preclude the shareholders from attending the EGM.
9. The Company's office and correspondence address: 7 Jingtian Road, Nanjing,
   The People's Republic of China Postal code: 210033 Telephone: [phone] Fax: [phone]

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