10:43     NANJING PANDA<00553> - Announcement (2)                             

    proxy is collected. "                                                     
                                                                              
    4. The original Article 79 to be amended as:                              
                                                                              
    "When the controlling shareholder of the Company holds more than 30%      
    of the shares of the Company, the cumulative voting method should be      
    adopted for the resolution to elect directors or supervisors in the       
    General Meeting. Namely, during the election of more than two             
    directors or supervisors at the General Meeting, each share held by       
    the shareholders participating in the voting shall carry the voting       
    right equal to the total number of directors or supervisors to be         
    elected. The shareholders can either cast all the votes to elect one      
    person or cast the votes to elect several persons. The total              
    cumulative voting rights cast by the shareholders must not exceed the     
    total number of voting rights to which they are entitled. If the total    
    voting rights cast are exceeded, the voting of such shareholders will     
    be regarded as invalid and will be treated as abstaining. If it is        
    less than the total voting rights, the difference will be treated as      
    abstaining from voting. The General Meeting will make the decision to     
    elect directors or supervisors in the sequence of the number of votes     
    cast for each candidate."                                                 
                                                                              
    5. To add the following article after the original Article 81:            
                                                                              
    "The implementation or proposal of the following matters are subject      
    to and conditional upon approval at the general meeting and they shall    
    be passed with more than half of the votes held by public shareholders    
    who participate in the poll:                                              
                                                                              
    (1) issue of new shares (inclusive of overseas listed foreign shares      
    or other certificates in the nature of securities) to public              
    shareholders, issue of convertible bonds and placing shares to            
    original shareholders (exclusive of undertakings made by controlling      
    shareholders for full subscription by cash prior to the convening of      
    the meeting);                                                             
                                                                              
    (2) substantial asset reorganization involving acquisition(s) at a        
    total consideration representing a premium exceeding 20% or more of       
    the audited net book value of assets acquired;                            
                                                                              
    (3) shareholders repaying debts due to the Company with their equity      
    interests in the Company;                                                 
                                                                              
    (4) subsidiaries which have significant impact on the Company seeking     
    listing overseas;                                                         
                                                                              
    (5) any matter having significant impact on the interests of public       
    shareholders in the course of development of the Company.                 
                                                                              
    The Company shall provide an on-line platform for the shareholders to     
    vote in relation to the abovementioned matters at the general meeting.    
                                                                              
    Should any event referred to in Clause 1 of this article occurs, after    
    the notice of the General Meeting has been issued, the Company shall      
    issue a notice of the General Meeting again within three working days     
    from the date of registration of shares."                                 
                                                                              
    6. Clause 2 of the original Article 97 to be amended as:                  
                                                                              
    "There shall be at least 3 independent directors in the Board of          
    Directors and independent directors shall represent 1/3 or more of the    
    board of directors, including at least one professional in accounting.    
    An independent director shall perform his duties independently and        
    shall not be affected by the Company's substantial shareholders, the      
    ultimate controller or any of entities or individuals who have            
    interests in the Company or its substantial shareholders or ultimate      
    controller. An independent director shall perform his duties              
    faithfully to protect the Company's interests, especially the legal       
    interests of public shareholders from damage."                            
                                                                              
    7. Clause 4 of the original Article 98 to be amended as:                  
                                                                              
    "Directors may resign before expiry of their term. Directors shall        
    submit to the board of directors a written report in relation to their    
    resignation while independent directors shall in the report state any     
    situation relating to their resignation or that they consider to be       
    necessary to draw to the attention of the shareholders and creditors      
    of the Company. Should the resignation of directors results in the        
    number of members of the board of directors falling below the             
    statutory requirement of the Company Law, or 2/3 of the required          
    number as stipulated in the Articles, or number of independent            
    directors falling below the requirements of the Articles, the             
    resignation report shall be effective until vacant offices are assumed    
    by next directors. Independent directors shall not be required to         
    perform their duties any longer if a General Meeting is not convened      
    by the Board of Directors within the two months' period after the         
    resignation.                                                              
                                                                              
    8. To add the following two articles after the original Article 99: