Nanjing Panda Electronics : OVERSEAS REGULATORY ANNOUNCEMENT - ANNOUNCEMENT IN RELATION TO RESOLUTION OF THE TWELFTH MEETING OF THE NINTH SESSION OF BOARD OF DIRECTORS

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OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The Announcement in Relation to Resolution of the Twelfth Meeting of the Ninth Session of Board of Directors published on the website of the Shanghai Stock Exchange of the People's Republic of China by Nanjing Panda Electronics Company Limited (the "Company") is set out herein for reference only.

By Order of the Board

Nanjing Panda Electronics Company Limited

Zhou Guixiang

Chairman

Nanjing, the People's Republic of China

24 December 2019

As at the date of this announcement, the Board comprises Executive Directors: Mr.

Zhou Guixiang, Mr. Lu Qing and Mr. Xia Dechuan; Non-executive Directors: Mr. Shen Jianlong, Mr. Deng Weiming and Mr. Gao Gan; and Independent Non-executive Directors: Ms. Du Jie, Mr. Zhang Chun and Mr. Gao Yajun.

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Stock Code: 600775 Stock Abbreviation: Nanjing Panda Announcement No.: Lin 2019-065

NANJING PANDA ELECTRONICS COMPANY LIMITED

ANNOUNCEMENT IN RELATION TO RESOLUTION OF THE

TWELFTH MEETING OF THE NINTH SESSION OF

BOARD OF DIRECTORS

The board of directors of the Company and all its board members warrant that this announcement does not contain any false representations, misleading statements or material omissions, are severally and jointly responsible for the truthfulness, accuracy and completeness of the contents of this announcement.

The board of directors of Nanjing Panda Electronics Company Limited (the "Company") convened the twelfth meeting of the ninth session of the board of directors by way of circulating written resolution for adoption pursuant to relevant requirements of the Articles of Association. The convening of the meeting complies with the provisions of the relevant laws, regulations, departmental rules, normative documents and the Articles of Association. The board of directors comprises nine directors, namely Mr. Zhou Guixiang, Mr. Lu Qing, Mr. Shen Jianlong, Mr. Deng Weiming, Mr. Xia Dechuan, Mr. Gao Gan, Ms. Du Jie, Mr. Zhang Chun and Mr. Gao Yajun. The board of directors has dispatched the resolution on the Appointment of the Deputy General Manager of the Company to all directors in accordance with relevant requirements of the Articles of Association, and the number of directors signed in favour has reached the quorum required to make a resolution. As such, the following resolution was duly passed at the twelfth meeting of the ninth session of the board of directors of the Company:

1. The resolution on the Appointment of the Deputy General Manager of the Company was considered and approved.

According to the Articles of Association and the Working Rules of the General Manager, as nominated by the general manager and reviewed by the nomination committee, the appointment of Mr. Huang Shaofeng as a deputy general manager of the Company was approved for a term consistent with that of the ninth session of the board of directors of the Company.

Voting results: Approving votes: 9; Dissenting votes: 0; Abstention votes: 0.

Annex: biography of Mr. Huang Shaofeng

The board of directors of Nanjing Panda Electronics Company Limited

24 December 2019

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Documents available for inspection

1. Resolution of the twelfth meeting of the ninth session of the board of directors of the Company

1. The resolution of fifth meeting in 2019 of the nomination committee under the ninth session of the board of directors of the Company

1. Independent opinion on the appointment of chief accountant issued by independent directors of the Company

Biography of Mr. Huang Shaofeng

Mr. Huang Shaofeng, born in 1973, graduated from Xi'an Technological University with a bachelor's degree majoring in precision instrument and is a senior engineer. Mr. Huang had successively served as the Deputy General Manager of Nanjing Panda Electronics Manufacture Co., Ltd., the Deputy General Manager of the Manufacturing Center of Nanjing Panda Electronics Manufacture Co., Ltd., etc. Mr. Huang has been the Deputy General Manager of Nanjing Panda Electronics Manufacture Co., Ltd. and the General Manager of the Manufacturing Center of Nanjing Panda Electronics Manufacture Co., Ltd. since May 2016, the General Manager of Chengdu Panda Electronics Technology Co., Ltd. since January 2018, and the General Manager of Chengdu Panda Electronics Manufacture Co., Ltd. since October 2019. Mr. Huang has long engaged in enterprise operation and management and has extensive experience in operation and management.

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