Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2006

Jun 30, 2006

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南京熊 貓 電子股份有限公司 NANJING PANDA ELECTRONICS COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 0553)

Proxy Form for Attendance at the Extraordinary General Meeting

No. of shares authorised by me[(1)] :

I/We[(2)] , of , being a member of Nanjing Panda Electronics Company Limited (the “Company”) and the holder(s) of A Shares/H Shares[(3)] , hereby appoint the Chairman of the meeting, or of (4) as my proxy to attend

and vote at the Extraordinary General Meeting to be held at the Conference Room, Workers’ Union, 301 Zhong Shan Road East, Nanjing, the People’s Republic of China on 17th August 2006, Thursday, at 9:00 a.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.

• Resolutions For[(5)] Against[(5)] Abandonment[(5)]

• 1. to consider and if thought fit, to approve the very substantial connected transaction under the Assignment of Debt Agreement (as defined and described in the announcement dated 11 May 2006 of the Company concerning Very Substantial Acquisition and Connected Transaction - Assignment of Debt and Transfer of 25% equity interest in Hua Fei Colour Display Systems Company Limited from Jiangsu International Trust to the Company in satisfaction of The Debt (the “VSA Announcement”) and the circular dated 30 June 2006, a copy of which has been produced to the meeting, marked “A” and initialed by the chairman of the meeting for identification) and the transactions contemplated therein and to authorize the directors of the Company to take all steps necessary or expedient in their opinion to implement and/or to give effect to the Assignment of Debt Agreement;

1. to consider and if thought fit, to approve the very substantial connected transaction under the Further Assignment of Debt (as defined and described in the VSA Announcement and the circular dated 30 June 2006, a copy of which has been produced to the meeting, marked “B” and initialed by the chairman of the meeting for identification) and the transactions contemplated therein and to authorize the directors of the Company to take all steps necessary or expedient in their opinion to implement and/or to give effect to the Further Assignment of Debt;

2. to consider and if thought fit, to approve the very substantial connected transaction under the Equity Transfer Agreement (as defined and described in the VSA Announcement and the circular dated 30 June 2006, a copy of which has been produced to the meeting, marked “C” and initialed by the chairman of the meeting for identification) and the transactions contemplated therein and to authorize the directors of the Company to take all steps necessary or expedient in their opinion to implement and/or to give effect to the Equity Transfer Agreement.

, 2006

Signature:

Date:

Notes :

• (1) All shareholders of the Company whose names appear in the Company’s register of members at the close of business on 17th July 2006, Monday, are entitled to attend the EGM. Holders of A Shares of the Company whose names appear in register of member in the Shanghai branch of China Securities Depository and Clearing Corporation Limited at the close of business on 17th July 2006 can bring along with their identity cards or shareholder account cards to attend the EGM. Holders of A Shares or their proxies (if any) shall bring their identity cards, shareholder account cards and the proxy forms (if any) to complete the procedures for attending the EGM at the secretarial office of the Board of the Company at 301 Zhong Shan Road East, Nanjing at 9:00 a.m. to 4:00 p.m. from 17th July 2006 to 27th July 2006. Overseas shareholders can register by post or by fax.

• (2) All holders of H Shares of the Company should pay attention that the register of members of the Company will be closed from 17th July 2006 to 15th August 2006 , both days inclusive, during which period no transfer of H Shares can be registered. Holders of H Shares whose names appear in the Company’s register of member at the close of business on 17th July 2006 , or their representatives or proxies are entitled to attend the EGM with their identity certificates or passports. If a shareholder appoints a proxy to attend the EGM on his behalf, his proxy must bring along with the proxy form.

• (3) Shareholder who has the right to attend and vote at the EGM is entitled to appoint one proxy or several proxies, whether a member of the Company or not, to attend and vote at the EGM.

• (4) If more than one proxies are appointed, the rights of voting may only be exercised when a poll is taken.

• (5) The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorized in writing. In the case of a corporation, the proxy form must be under its common seal or under the hand of its director or duly authorized attorney. If the proxy form is signed by an agent on behalf of an appointer, the proxy form or other authority must be notarially certified. The proxy form together with the notarially certified power of attorney or other authority must be delivered to the office of the Company 24 hours before the time appointed for the holding of the EGM.

• (6) Shareholders who intend to attend the EGM should send a reply in writing to the office of the Company in person or by post or by fax before 27th July 2006. The written reply shall not prelude the shareholders to attend the EGM.

• (7) The EGM is expected to last for a half day. Shareholders and their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

• (8) As for details of the Assignment of Debt Agreement, Further Assignment of Debt Agreement and Equity Transfer Agreement, please refer to the announcements published in China Securities Journal, Shanghai Securities News, Ta Kung Pao and The Standard in Hong Kong on 12th September 2005 and 12th May 2006.

• (9) The Company’s office and correspondence address:

Postal code : 210002 Telephone : 8625-8480 1144 Fax : 8625-8482 0729