10:43     NANJING PANDA<00553> - Announcement (1)                             

    The Stock Exchange of Hong Kong Limited takes no responsibility for       
    the contents of this announcement, makes no representation as to its      
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    NANJING PANDA ELECTRONICS COMPANY LIMITED                                 
    *                                                                         
    (a joint stock limited company incorporated in the People's Republic      
    of China)                                                                 
                                                                              
    (Stock Code: 553)                                                         
                                                                              
    ANNOUNCEMENT REGARDING                                                    
    AMENDMENT OF ARTICLES OF ASSOCIATION AND                                  
    NOTICE OF ANNUAL GENERAL MEETING                                          
                                                                              
                                                                              
    Nanjing Panda Electronics Company Limited announces that in accordance    
    with the "Rules Governing the Listing of Shares on Shanghai Stock         
    Exchange (2004 revised version)" and the "Certain Regulations             
    regarding the enhancement on the Protection of Interests of Public        
    Shareholders" issued by China Securities Regulatory Commission and        
    other relevant laws and regulations and its own practical situation,      
    it proposes to amend the company's articles of association.               
                                                                              
    Trading of H shares of the Company has been suspended since 11 March      
    2005 until the Company has properly addressed the concerns of the         
    Stock Exchange of Hong Kong Ltd. as referred to in the announcement of    
    the Company dated 18 March 2005. Shareholders and potential investors     
    should exercise extreme caution when dealing in the shares.               
                                                                              
    The Company wishes to announce the following:                             
                                                                              
    I. AMENDMENT OF ARTICLES OF ASSOCIATION                                   
                                                                              
    The Company announces that in accordance with the requirements under      
    the "Rules Governing the Listing of Shares on Shanghai Stock Exchange     
    (2004 revised version)" and the "Certain Regulations regarding the        
    enhancement on the Protection of Interests of Public Shareholders" and    
    other relevant laws and regulations and the practical situation of        
    Nanjing Panda Electronics Company Limited ("the Company"), the            
    proposed amendments to the Company's Articles of Association ("the        
    Articles") are as follows:                                                
                                                                              
    1. To add the following article after the original Article 52:            
                                                                              
    "The controlling shareholder and the ultimate controller of the           
    Company have the duty to act in good faith towards the Company and        
    public shareholders of the Company. The controlling shareholder should    
    strictly exercise its/his/her rights as contributors in accordance        
    with the laws. The controlling shareholder shall not take advantage of    
    connected transactions, profit distribution, asset restructuring,         
    external investment, capital appropriation and loan guarantee, etc.,      
    to the detriment of the interests of the Company and public               
    shareholders, or take advantage of its/his/her controlling position to    
    harm the interests of the Company and public shareholders."               
                                                                              
    2. To add the following article after the original Article 54:            
                                                                              
    "The Company shall set up a sound management system for investor          
    relations to proactively strengthen communications and exchange of        
    views with shareholders, especially public shareholders, through          
    various ways.                                                             
                                                                              
    The secretary to the board of directors shall be responsible for the      
    management of investor relations. "                                       
                                                                              
    3. To add the following two articles after the original Article 65:       
                                                                              
    "Subject to the precondition of the lawfulness and validity of the        
    meeting, the Company shall use all means and channels, including the      
    provision of modern information technology to provide on-line voting      
    platform, to enhance the public shareholders' participation rate at       
    General Meetings."                                                        
                                                                              
    "The board of directors, independent directors and shareholders who       
    meet the relevant requirements are entitled to collect proxy from         
    other shareholders at the shareholders' general meeting.                  
                                                                              
    The collection of such proxy shall be without consideration and           
    sufficient information shall be disclosed to the shareholders whose