Nanjing Panda Electronics : NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING IN 2020

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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.

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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]

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