10:44 NANJING PANDA<00553> - Announcement (3) "Independent directors shall attend meetings of the board of directors on time to facilitate their understandings of the production and operation of the Company and conduct active investigation to obtain information required for decision-making. Independent directors shall submit an annual work report of all independent directors concerning their performance of duties at the annual general meeting." "The Company shall establish a work system for independent directors. The secretary to the board of directors shall assist and cooperate with independent directors in their discharge of duties. The Company shall undertake that independent directors will enjoy the same right to information as other directors, will be provided with relevant and timely materials and information to independent directors and will be reported about the operation situation of the Company regularly and site visits will be organised for independent directors as necessary." 9. Clause 2 of Article 100 to be amended as: "The independent directors exercising the powers in item (1) and (2) of Clause 1 of this article are subject to prior consent by more than half of the independent directors before submitting the same for discussion of the Board of Directors. The independent directors exercising the powers in item (3), (4) and (6) of Clause 1 of this article shall obtain the consent of more than half of the independent directors. The independent directors exercising the powers in item (5) shall obtain the unanimous consent of all independent directors. The independent directors exercise the said powers and the Company will be responsible for the expenses. If the above proposals are not accepted or the above powers cannot be normally exercised, the Company should disclose the relevant conditions." 10. To add the following article after Article 205: "The Rules of Procedures for Shareholders' General Meeting and The Rules of Procedures for the Board of Directors and The Rules of Procedures for the Supervisory Committee, as considered and approved by the shareholders' general meeting, shall be included as the annexures of the Articles." 11. It is proposed that save for the abovementioned amendments, other articles of the original Articles of Association shall be sequentially renumbered. II. SUSPENSION AND RESUMPTION OF TRADING 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. III. NOTICE OF ANNUAL GENERAL MEETING Notice is Hereby Given That the 2004 Annual General Meeting of Nanjing Panda Electronics Company Limited ("the Company") will be held at 9:00 am on Wednesday, 29th June, 2005 at Conference Room, Worker's Union, 301 Zhong Shan Road East, Nanjing, the People's Republic of China (the "PRC") for the purpose of dealing with the following matters: (1) To consider and approve the Report of the Board of Directors for the year 2004; (2) To consider and approve the Report of the Supervisory Committee for the year 2004; (3) To consider and approve the financial statements audited by international and domestic auditors for the year 2004; (4) To consider and approve the Company's proposed profit after tax appropriation plan for the financial year of 2004; (5) To consider and approve the re-appointment of Horwath Hong Kong CPA Limited (Hong Kong Certified Public Accountants) and Shine Wing Certified Public Accountants as the Company's international and PRC auditors respectively for the year 2005 and authorize the Board of Directors to fix their remuneration; (6) To consider and approve the election of Mr. Xu Guo Fei and Mr. Shi Qiu Sheng as the directors of the Fifth Board of Directors of the Company, with respective terms of three years, and authorize the Board of Directors to fix their remuneration; (7) To consider and approve the rules of procedure for Annual General Meeting; (8) To consider and approve the rules of procedure for the Board of Directors; (9) To consider and approve the rules of procedure for Supervisory