RESIGNATION OF DIRECTOR, PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. RESIGNATION OF DIRECTOR, PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS AND RESIGNATION OF SUPERVISORS AND PROPOSED ELECTION AND APPOINTMENT OF SUPERVISORS I. RESIGNATION OF DIRECTOR The board of directors (the Board ) of Nanjing Panda Electronics Company Limited (the Company ) announces that Mr. Yu Yanqiu has resigned as a non-executive director, vice chairman, a member of the remuneration and evaluation committee and a member of the strategic committee of the Company to pursue other work opportunities, with effect from 2 June Mr. Yu Yanqiu has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. The Board would like to express its appreciation to Mr. Yu Yanqiu for his valuable contribution to the Company during his tenure of office. II. PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS The eighth session of the Board of the Company has considered and approved the following resolutions at the seventh meeting of the eighth session of the Board of the Company held on 3 June 2016: (i) As recommended by Panda Electronics Group Limited, the controlling shareholder of the Company, and examined by the Nomination Committee of the Board, the nomination of Mr. Chen Kuanyi for election as an executive director of the eighth session of the Board of the Company has been considered and approved for a term until the expiration of the eighth session of the Board with effect from the date of passing of the resolution at the annual general meeting of the Company (the AGM ); 1

2 (ii) As recommended by China Huarong Assets Management Co., Ltd, a shareholder of the Company, and examined by the Nomination Committee of the Board, the nomination of Mr. Gao Gan for election as a non-executive director of the eighth session of the Board of the Company has been considered and approved for a term until the expiration of the eighth session of the Board with effect from the date of passing of the resolution at the AGM (the Proposed Election and Appointment of Directors ). Biography of Mr. Chen Kuanyi is as follows: Mr. Chen Kuanyi, born in 1962, is a senior engineer at researcher level, graduated from the Department of Electronic Engineering of Northwest Telecommunication Engineering College (currently known as Xidian University) with a bachelor s degree in electronic engineering and from Nanjing University Business School with an EMBA degree. Mr. Chen has successively served as the assistant to the head and deputy head of the Research Institute of Electronic Equipment of the State-owned Xinlian Machinery Plant ( ), deputy general manager of Nanjing Xinlian Electronic Equipment Engineering Company ( ), deputy head of the Military Industry Department of the State-owned Xinlian Machinery Plant ( ), and deputy general manager and standing deputy general manager of Nanjing Keruida Electronic Equipment Co., Ltd. ( ). Mr. Chen has served as an executive director and the general manager of Nanjing Changjiang Electronic Information Industry Group Co., Ltd. since January 2011 and concurrently the secretary of the Party Committee since August He has also served as the general manager of Nanjing Electronics Information Industrial Corporation since March Mr. Chen Kuanyi was elected as a director and vice chairman of Nanjing Huadong Electronics Information & Technology Company Limited ( ) ( Huadong Technology ) (a company listed on the Shenzhen Stock Exchange; stock code: ) on 27 April and 20 May 2016, respectively. Mr. Chen Kuanyi has long been engaged in research and design of electronic systems as well as enterprise operation and management, and has extensive expertise and experience in operation and management. Save as disclosed above, Mr. Chen Kuanyi did not hold any position in the Company or any of its subsidiaries and did not hold any directorship in any other listed public companies during the past three years. Mr. Chen Kuanyi s term of service will expire at the end of the eighth session of the Board of the Company. The remuneration payable to Mr. Chen Kuanyi will be determined with reference to market conditions, his duties and responsibilities in the Company and on the basis that the total annual remuneration of the directors, supervisors and senior management of the Company shall not exceed the limit of RMB4,500,

3 Save as disclosed above, Mr. Chen Kuanyi does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Chen Kuanyi does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there is no other information in relation to Mr. Chen Kuanyi which needs to be brought to the attention of the shareholders of the Company; nor is there any information which is discloseable pursuant to the requirements in Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Biography of Mr. Gao Gan is as follows: Mr. Gao Gan, born in 1967, graduated from History Department of Peking University with a Bachelor s degree in Chinese history, and holds a master s degree in business administration from Tsinghua University. Mr. Gao served as the General Manager of the Shenyang Office of China Huarong Assets Management Co., Ltd. from June 2006 to October 2008 and as the Director of the System Reform Office of China Huarong Assets Management Co., Ltd. from October 2008 to February He also served as the General Manager of Huarong Real Estate Co., Ltd. from February 2009 to June He has been the General Manager of the Equity Business Department of China Huarong Assets Management Co., Ltd. since June 2012; and the director of AVIC Aviation Engine Corporation PLC. ( ) (a company listed on Shanghai Stock Exchange; stock code : ) since 18 April Save as disclosed above, Mr. Gao Gan did not hold any position in the Company or any of its subsidiaries and has not held any directorship in any other listed public company during the past three years. The term of service of Mr. Gao Gan will expire at the end of the eighth session of the Board of the Company. The remuneration payable to Mr. Gao Gan will be determined with reference to market conditions, his duties and responsibilities in the Company and on the basis that the total remuneration of all Directors, supervisors and senior management of the Company shall not exceed the limit of RMB4,500, Save as disclosed above, Mr. Gao Gan does not have any relationship with any Directors, senior management or substantial or controlling shareholders. As at the date of this announcement, Mr. Gao Gan does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. 3

4 Save as disclosed above, there is no other information in relation to the appointment of Mr. Gao Gan which needs to be brought to the attention of the shareholders of the Company and there is no other information that needs to be disclosed pursuant to the requirement of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. III. RESIGNATION OF SUPERVISORS The supervisory committee of the Company (the Supervisory Committee ) has recently received the resignations from Mr. Zhang Yinqian, the Chairman of the Supervisory Committee, and Ms. Fu Yuanyuan, the employee representative supervisor, respectively. Mr. Zhang Yinqian resigned as the supervisor and Chairman of the Supervisory Committee as he reached the age of retirement. Ms. Fu Yuanyuan resigned as the employee representative supervisor of the eighth session of the Supervisory Committee due to work reasons. The resignations of Mr. Zhang Yinqian and Ms. Fu Yuanyuan will take effect from the date of electing a new supervisor at the annual general meeting. As the resignations of Mr. Zhang Yinqian and Ms. Fu Yuanyuan would result in the number of members of the Supervisory Committee falling below the statutory minimum requirement, Mr. Zhang Yinqian and Ms. Fu Yuanyuan will continue to perform their duties until the new supervisors elected in the annual general meeting assumes office. Mr. Zhang Yinqian and Ms. Fu Yuanyuan have respectively confirmed that he/ she has no disagreement with the Supervisory Committee and there is no matter relating to his/her resignation that needs to be brought to the attention of the shareholders of the Company. The Board would like to express its appreciation to Mr. Zhang Yinqian and Ms. Fu Yuanyuan for their valuable contribution to the Company during their tenure of office. IV. PROPOSED ELECTION AND APPOINTMENT OF SUPERVISORS The eighth session of the Supervisory Committee of the Company has considered and approved the following resolutions at the sixth meeting of the eighth session of the Supervisory Committee of the Company held on 3 June 2016: (i) As recommended by Panda Electronics Group Limited, the controlling shareholder of the Company, the election of Mr. Tu Changbai for election as the nonemployee representative supervisor of the eighth session of the Supervisory Committee of the Company for a term of office until the expiration thereof with effect from the date of considering and passing the resolution at the AGM has been considered and approved (the Proposed Election and Appointment of Supervisor ); 4

5 (ii) Mr. Song Yunfeng was confirmed as the employee representative supervisor of the eighth session of the Supervisory Committee of the Company for a term of office until the expiration of the eighth session of the Supervisory Committee of the Company with effect from 3 June Biography of Mr. Tu Changbai is as follows: Mr. Tu Changbai, born in 1968, is a senior accountant and holds a bachelor s degree from Hangzhou Institute of Electronic Engineering ( ) (currently known as Hangzhou Dianzi University) of Industrial Finance and Accounting Department and a master s degree from China Renmin University of Business Administration Department. Mr. Tu has successively served as the Deputy Director-General of the 2nd Office of Financial and Property Rights Management Department, Director-General of 2nd Office of Financial Department and Director-General of Capital Office of Asset Management Department in China Electronics Corporation, the Director-General of Financial Auditing Department in Nanjing Electronics Information Industrial Corporation and the Accountant-General in Nanjing Sanle Electronics Information Industry Group Co., Ltd., etc. Mr. Tu served as the Accountant-General and Director-General of Financial Auditing Department in Nanjing Electronics Information Industrial Corporation from February 2009 to May 2011, and the Account-General in Nanjing Electronics Information Industrial Corporation from May 2011 until now. Mr. Tu Changbai served as the director of Huadong Technology from November 2015 to March 2016, then was elected as the supervisor and chairman of the supervisory committee of Huadong Technology on 27 April and 20 May 2016, respectively. Mr. Tu has engaged in the work of corporate financial management and auditing for a long period and has extensive knowledge of finance and auditing and experience in operational management. Save as disclosed above, Mr. Tu Changbai did not hold any position in the Company or any of its subsidiaries and did not hold any directorship in any other listed public companies during the past three years. The term of service of Mr. Tu Changbai will expire at the end of the eighth session of the Supervisory Committee of the Company. The remuneration payable to Mr. Tu Changbai will be determined with reference to market conditions, his duties and responsibilities in the Company and on the basis that the total annual remuneration of the directors, supervisors and senior management of the Company shall not exceed the limit of RMB4,500, Save as disclosed above, Mr. Tu Changbai does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Tu Changbai does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. 5

6 Save as disclosed above, there is no other information in relation to Mr. Tu Changbai which needs to be brought to the attention of the shareholders of the Company; nor is there any information which is discloseable pursuant to the requirements in Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Biography of Mr. Song Yunfeng is as follows: Mr. Song Yunfeng, born in 1964, is a senior political work specialist with a bachelor s degree. He has successively served as the vice chairman of the Labour Union, deputy head of Human Resources Department and head of Personnel Division, and office director, an assistant to the General Manager and head of the Administrative and Legal Department of Panda Electronics Group Limited, deputy head of the Party-Mass Work Department (a temporary post) of China Electronics Corporation, etc.. He has served as deputy secretary of the Party Committee and secretary of the Discipline Inspection Committee of the Company from November 2010 to March 2015 and as secretary of the Party Committee and secretary of the Discipline Inspection Committee of the Company since March Mr. Song Yunfeng has long been engaged in enterprise management and Party affairs and has extensive experience in operation and management of Party affairs. Save as disclosed above, Mr. Song Yunfeng did not hold any position in the Company or any of its subsidiaries and did not hold any directorship in any other listed public companies during the past three years. The term of service of Mr. Song Yunfeng will expire at the end of the eighth session of the Supervisory Committee of the Company. The remuneration payable to Mr. Song Yunfeng will be determined with reference to market conditions, his duties and responsibilities in the Company and on the basis that the total remuneration of Directors, supervisors and senior management of the Company shall not exceed the limit of RMB4,500, Save as disclosed above, Mr. Song Yunfeng does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this announcement, Mr. Song Yunfeng does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, there is no other information in relation to Mr. Song Yunfeng which needs to be brought to the attention of the shareholders of the Company; nor is there any information which is discloseable pursuant to the requirements in Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. 6

7 V. AGM The Proposed Election and Appointment of Directors and the Proposed Election and Appointment of Supervisor are subject to the approval of the shareholders at the AGM. A supplementary notice of AGM will be despatched to the shareholders as soon as practicable. The Board is of the view that the Proposed Election and Appointment of Directors and the Proposed Election and Appointment of Supervisor are in the interest of the Company and the shareholders and accordingly recommend all shareholders to vote in favour of the resolution at the AGM. Nanjing, the People s Republic of China 3 June 2016 By Order of the Board Nanjing Panda Electronics Company Limited Xu Guofei Executive Director As at the date of this announcement, the Board comprises Executive Directors: Mr. Xu Guofei and Mr. Xia Dechuan; Non-executive Directors: Mr. Deng Weiming and Mr. Lu Qing; and Independent Non-executive Directors: Ms. Du Jie, Mr. Chu Wai Tsun, Vincent and Mr. Zhang Chun. 7