Panda Financial Holdings Co., Ltd. 2026 First Extraordinary Shareholders' Meeting Resolution Announcement

Log in to the Sina Finance app and search for 【information disclosure】 to view evaluation tiers

Security code: 600599 Security abbreviation: *ST Panda (rights protection) Announcement No.: 2026-030

Panda Financial Holdings Co., Ltd.

Announcement of Resolutions of the First Extraordinary General Meeting of Shareholders in 2026

The board of directors of the Company and all directors guarantee that the contents of this announcement contain no false records, misleading statements, or material omissions, and assume legal responsibility for the authenticity, accuracy, and completeness of the contents.

Key Matters:

● Whether any resolutions are vetoed in this meeting: None

I. Convening of the meeting and attendance

(1) Time of the shareholders’ meeting: April 1, 2026

(2) Place of the shareholders’ meeting: the Company’s meeting room

(3) Shareholders of ordinary shares attending the meeting and preferred shareholders with restored voting rights attending the meeting, and their shareholdings:

■

(4) Whether the method of voting complies with the provisions of the Company Law and the Articles of Association, and the situation regarding the chairing of the meeting, etc.

This meeting is convened by the Company’s board of directors, and is chaired by Mr. Wang Zheng, the chairman. The convening and voting procedures of the meeting comply with the relevant provisions of the Company Law and the Articles of Association.

(5) Attendance of the Company’s directors and the board secretary of the Company

1. There are 5 directors in office, with 4 attending. Director Mr. Liu Yuming is absent due to official business.

2. Attendance of the board secretary of the Company; attendance of other senior executives.

Mr. Chen Mo, the Company’s board secretary and also the financial controller, attended the meeting.

II. Review of proposals

(1) Non-cumulative voting proposals

1. Proposal name: Proposal on adding additional guarantee for a loan to the Company’s subsidiary Jiangxi Panda Fireworks Co., Ltd. and signing a supplementary agreement

Voting result: Approved

Voting situation:

■

(2) For matters involving major issues, voting situation of shareholders holding less than 5%

■

(3) Explanations regarding relevant circumstances of voting on the proposal(s)

The above resolution proposal(s) were approved by more than 1/2 of the total number of shares carrying effective voting rights held by the shareholders attending the meeting and the representatives of shareholders.

III. Lawyer attestation

1. Law firm providing attestation for this shareholders’ meeting: Hunan United Start-up Law Firm

Lawyers: Yang Li, Zhou Siwei

2. Lawyer’s attestation conclusion:

Hunan United Start-up Law Firm considers that: the procedures for convening and holding this shareholders’ meeting of the Company comply with the relevant provisions of laws, regulations, and the Company’s Articles of Association; the qualifications of the persons attending the meeting and the qualifications of the convenor are lawful and effective; the voting procedures and voting results comply with the relevant provisions of laws, regulations, and the Company’s Articles of Association; the resolutions passed at this shareholders’ meeting are lawful and valid.

This announcement is hereby given.

Board of Directors of Panda Financial Holdings Co., Ltd.

April 2, 2026

● Online publication documents

Legal opinion statement issued by the principal of the law firm who has been examined and bears the official seal

Security abbreviation: *ST Panda Security code: 600599 No.: Lin 2026-031

Panda Financial Holdings Co., Ltd.

Announcement of Abnormal Stock Price Volatility

The board of directors of this Company and all directors guarantee that the contents of this announcement contain no false records, misleading statements, or material omissions, and assume individual and joint liability for the authenticity, accuracy, and completeness of the contents.

Key Matters:

● The stock of Panda Financial Holdings Co., Ltd. (hereinafter referred to as the “Company” or “this Company”) experienced cumulative closing price declines exceeding 12% in the three consecutive trading days from March 30, 2026, March 31, 2026, and April 1, 2026, which falls under the circumstances of abnormal stock price volatility as prescribed by the Shanghai Stock Exchange Trading Rules.

● After self-inspection by the Company and verification with the controlling shareholder, as of the date of disclosure of this announcement, except for the information already disclosed by the Company, neither the Company nor the controlling shareholder has any major information that should have been disclosed but has not been disclosed, including but not limited to major asset restructuring, issuance of shares, acquisitions, debt restructuring, business restructuring, asset stripping, asset injection, share repurchases, equity incentives, bankruptcy restructuring, major business cooperation, introduction of strategic investors, and other major matters.

● Due to the Company’s stock having risen significantly in the earlier period, and large fluctuations occurring recently, please urge broad investors to pay attention to trading risks, make rational decisions, and invest prudently.

● Major risk notice:

1. In relation to the matters regarding the reply to the regulatory work letter concerning the Company’s performance forecast, and the reply regarding the audit progress, issued by Lianida Accounting Firm (Special General Partnership) (hereinafter referred to as “Lianida”), the main contents are as follows:

Regarding the special audit procedures performed for the non-standard items from the earlier period: there is still no substantial progress in eliminating the non-standard items from the earlier period. Due to the inability to effectively perform key audit procedures including, but not limited to, letter confirmations, it is also unable to further implement additional audit procedures such as detail tests and substantive tests to obtain sufficient and appropriate audit evidence. If in the future it is still not possible to obtain sufficient audit evidence to prove that the impact of the relevant matters has been eliminated, Lianida will issue a non-standard opinion audit report on the Company’s 2025 annual financial statements.

Progress of internal control audit: Lianida has reviewed and rechecked the rectification status of the matters involved in the Company’s negative internal control opinion for the year 2024. The relevant matters are still in the process of rectification. If in the future it is still not possible to obtain sufficient audit evidence to prove that the significant impact of the relevant matters related to the negative internal control opinion from the earlier period on the current period financial statements has been eliminated, we will issue a non-standard audit opinion on the Company’s 2025 internal control audit report.

2. As of now, there is still no substantial progress regarding the matters involved in the above non-standard opinions. If the Company’s 2025 does not meet the circumstances for withdrawing the risk warning for delisting prescribed in Article 9.3.7 of the Stock Listing Rules, the Company’s stock will be delisted.

I. Specific circumstances of abnormal stock price volatility

Within the three consecutive trading days from March 30, 2026, March 31, 2026, and April 1, 2026, the closing price decline deviation value accumulated for the Company’s stock exceeded 12%, which falls under the circumstances of abnormal stock price volatility as prescribed by the Shanghai Stock Exchange Trading Rules.

II. Relevant circumstances that the Company has paid attention to and verified

In response to the abnormal stock price volatility of the Company, the Company conducted a review of the relevant matters and hereby explains the relevant circumstances as follows:

(1) Production and operation

Based on the Company’s self-inspection, the Company’s current business activities are normal, and there is no sensitive information that should have been disclosed but has not been disclosed that could have a major impact on the stock price.

(2) Circumstances regarding major matters

Based on the Company’s self-inspection and written verification with the Company’s controlling shareholder, as of the date of disclosure of this announcement, except for the information already disclosed by the Company, neither the Company nor the controlling shareholder has any major information that should have been disclosed but has not been disclosed, including but not limited to major asset restructuring, issuance of shares, acquisitions, debt restructuring, business restructuring, asset stripping, asset injection, share repurchases, equity incentives, bankruptcy restructuring, major business cooperation, introduction of strategic investors, and other major matters.

(3) Media reports, market rumors, and hot concepts

The Company has not found any other media reports or market rumors that may have a significant impact on the trading price of the Company’s stock, nor has it found other major events that may have a significant impact on the Company’s stock price.

(4) Other price-sensitive information

Upon verification by the Company, during the period of abnormal stock price volatility of this Company’s shares, the controlling shareholder and the Company’s directors and senior management did not engage in buying or selling the Company’s stock.

III. Board of Directors statement and undertakings by relevant parties

The Company’s board of directors confirms that the Company has no matters that, in accordance with relevant provisions such as the Shanghai Stock Exchange Stock Listing Rules, should have been disclosed but have not been disclosed. The board of directors also has not been informed of any information that, in accordance with relevant provisions such as the Shanghai Stock Exchange Stock Listing Rules, should have been disclosed but has not been disclosed, and that may have a significant impact on the trading price of the Company’s stock and its derivative securities; the information disclosed by the Company in the earlier period does not require correction or supplementation.

IV. Relevant risk notices

1. On December 30, 2025, the Company disclosed the “Announcement of *ST Panda Regarding Receipt of a Filing Notice from the China Securities Regulatory Commission” (Announcement No.: Lin 2025-070). Due to suspected violations of information disclosure laws and regulations, the China Securities Regulatory Commission decided to file a case against the Company.

2. On March 14, 2026, the Company disclosed the “Announcement of *ST Panda Regarding the Lawsuit Involving the Company’s Subsidiary” (Announcement No.: Lin 2026-017). The Company’s subsidiary, Guangzhou Small Loans, filed a lawsuit with the People’s Court of Yuexiu District, Guangzhou, regarding its dispute with YiDe Partnership over liabilities for damage to the interests of the Company’s creditors. As of now, the case is still at the stage of case acceptance, and both the judgment and execution results have significant uncertainty.

3. On March 14, 2026, the Company disclosed the “Reply from Lianida Accounting Firm on the Reply to the Regulatory Work Letter of the Shanghai Stock Exchange Concerning Matters Related to the Company’s Performance Forecast.” Lianida replied to the questions in the work letter. “As of the date of issuance of this reply, according to the audit evidence collected to date, there is still no substantial progress in resolving the non-standard matters from the earlier period. If it is still not possible to obtain sufficient audit evidence to prove that the impact of the relevant matters has been eliminated in the future, Lianida will issue a non-standard opinion audit report on the Company’s 2025 annual financial report. In accordance with the Shanghai Stock Exchange Stock Listing Rules, the Company has a risk of delisting through financial-category compulsory delisting circumstances due to its continuous two accounting years in which relevant financial indicators have triggered such financial-category compulsory delisting circumstances.

The matters involved in the Company’s prior negative internal control opinion are still in the process of rectification and advancement; in addition, regarding deficiencies in internal control exposed in relation to the related-party transactions and information disclosure concerning the increase/decrease of capital and the repurchase/withdrawal of shares by related parties of Guangzhou Panda Internet Small Loans Co., Ltd., the Company is also advancing rectification. As of now, no other similar incidents have been found.”

4. On March 27, 2026, the Company disclosed the “Reply from Lianida Accounting Firm Regarding the Company’s 2025 Annual Audit Accountant.” Lianida replied to the Company regarding the audit progress, with the main contents as follows:

Regarding the special audit procedures performed for the non-standard matters from the earlier period: as of now, Lianida has conducted multiple rounds of special inquiry and communication with the Company’s management regarding the non-standard matters related to the limitation of the audit scope for the 2024 year. However, because it is not possible to effectively perform key audit procedures including, but not limited to, letter confirmations, it is also unable to further implement additional audit procedures such as detail tests and substantive tests to obtain sufficient and appropriate audit evidence, resulting in an inability to determine whether the recognition, measurement, presentation, and disclosures of the relevant statement items are fair. If it is still not possible to obtain sufficient and appropriate audit evidence to prove that the impact of the relevant matters has been eliminated in the future, Lianida will issue a non-standard opinion audit report on the Company’s 2025 annual financial report.

Progress of internal control audit for 2025: Lianida rechecked the rectification status of the matters involved in the negative internal control opinion of the Company for 2024. The relevant matters are still in the process of rectification. If, in the future, it is still not possible to obtain sufficient audit evidence to prove that the significant impact of the relevant matters related to the prior negative internal control opinion on the current period financial statements has been eliminated, Lianida will issue a non-standard audit opinion on the Company’s 2025 internal control audit report. In addition, when conducting tests on the operation of the internal controls for this period, it was found that Guangzhou Panda Internet Small Loans Co., Ltd., in the matters concerning capital increase/decrease and related-party shareholders’ withdrawal of shares, had weak internal control links such as related-party transactions and information disclosure. The Company is also advancing rectification.

5. As of now, there is still no substantial progress regarding the matters involved in the above non-standard opinions. If the Company’s 2025 does not meet the circumstances for withdrawing the risk warning for delisting prescribed in Article 9.3.7 of the Stock Listing Rules, the Company’s stock will be terminated for listing.

The Company solemnly reminds investors that “The Shanghai Securities News” and the website of the Shanghai Stock Exchange are the information-disclosure newspapers and information-disclosure website selected by the Company. The Company’s published information shall be subject to what is published on “The Shanghai Securities News” and the website of the Shanghai Stock Exchange. Investors are kindly requested to pay attention to investment risks.

This announcement is hereby given.

Board of Directors of Panda Financial Holdings Co., Ltd.

April 2, 2026

Massive information and precise interpretation—available in the Sina Finance app