Hong Kong – 12 November 2026 – Nanjing Panda Electronics Company Limited (“Nanjing Panda”, HKEX: 00553) has disclosed a board resolution, passed on 11 November 2026, to revise selected provisions of its Articles of Association and to align the Procedural Rules of Shareholders’ Meeting and Board of Directors with regulatory updates and operational needs.
Key proposed amendments:
1. Governance Structure • Voting Rights: Each director will explicitly hold one vote; board resolutions will continue to require a simple majority of all directors present. • Legal Representative: The role of legal representative shifts from the General Manager to the Chairman, harmonising responsibilities at the top executive level. • Terminology Alignment: Phrases such as “a majority” and “more than half” will be standardised across governing documents.
2. Board & Shareholder Meeting Procedures • Quorum and Voting: Board meetings remain valid with more than half of directors present; the Chairman’s tie-breaking vote is removed. • Chairing Meetings: If the Chairman is absent, the Vice-Chairman will preside; failing which, a director elected by more than half of the board will chair meetings (wording amended from “majority” to “more than half”). • Ballot Scrutiny: Lawyers and shareholder representatives, excluding interested shareholders, will oversee ballot counting and result announcements at shareholder meetings.
3. Capital Management & Financial Controls • External Guarantees: Any guarantee causing aggregate external guarantees to exceed thresholds—50% of latest audited net assets, 30% of total assets, or benefiting counterparties with >70% debt-to-asset ratio—will require shareholder approval. • Financial Assistance: Assistance exceeding 10% of net assets, or provided to highly leveraged counterparties (>70% debt-to-asset ratio), must be approved by the board and then submitted to shareholders. • Profit Distribution: Cash dividend preconditions are clarified; provisions added for share-based dividends when cash flow allows, and for share repurchases if the trading price falls below net asset value per share. • Auditor Rights: The external auditor is granted explicit rights to attend and speak at shareholder meetings.
4. Other Revisions • Removal of restriction barring supervisors of wholly owned subsidiaries from liability clauses; directors and senior management remain liable for losses caused by violations. • Minor textual corrections to improve consistency and compliance with the Company Law of the People’s Republic of China and the Guidelines on Articles of Association of Listed Companies.
Next Steps The amendment package will be presented to shareholders for approval at an upcoming general meeting. A detailed circular outlining the full text of the revisions will be dispatched to shareholders in due course.
Board Composition As of 11 November 2026, the board comprises one Executive Director (Mr Xia Dechuan, also Chairman), three Non-executive Directors, and three Independent Non-executive Directors.