Nanjing Panda Electronics : SUPPLEMENTAL 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.

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

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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.

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.

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1. 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.
2. 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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