CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED ACQUISITIONS OF: (I) 100,000 ORDINARY SHARES REPRESENTING THE ENTIRE EQUITY INTEREST IN GROSS SYNERGY SDN BHD; AND (II) 50,000 ORDINARY SHARES REPRESENTING THE ENTIRE EQUITY INTEREST IN DAY ONE TECHNOLOGY SDN BHD, FROM YEOW CHENG HOCK, CHEOK KIAN HING, HO SOO CHERNG AND DING CHEW KEAT, FOR A TOTAL PURCHASE CONSIDERATION OF RM17,060,424 TO BE SATISFIED VIA A COMBINATION OF CASH AND ISSUANCE OF NEW ORDINARY SHARES IN PANDA (COLLECTIVELY, REFERRED TO AS "PROPOSED ACQUISITIONS")

PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE