Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2008

Jan 25, 2008

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南京熊 貓 電子股份有限公司

NANJING PANDA ELECTRONICS COMPANY LIMITED

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

(Stock Code: 0553)

PROXY FORM FOR ATTENDANCE OF

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2008 (REVISED)

No. of shares authorized 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 First Extraordinary General Meeting in 2008 (“EGM”) to be held at the Conference Room, Workers’ Union, 301 Zhong Shan Road East, Nanjing, the People’s Republic of China on Tuesday, 11 March 2008 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 resolution at their discretion.

ORDINARY RESOLUTION	For(5)	Against(5)	Abstained(5)
1.To consider and approve the appointment of China Rightson Yuehua Certified PublicAccountants Company Limited (中瑞岳華會計師事務所有限公司) as the domesticauditors of the Company for 2007, and authorize the Board to determine their remunerations.

Date: 2008 Signature:

Notes:

1. Please insert the number of A shares / H shares registered in your name(s) and to which the proxy form relates. If no such number is inserted, this proxy form shall be deemed to relate to all the shares of the Company registered in your name(s).

2. Please write in block letters the full name(s) and address(es) as registered in the register of members.

3. Please insert the number of A shares / H shares registered in your name(s) and delete where inapplicable.

4. If any proxy other than the chairman of the meeting is preferred, strike out “the chairman of the Meeting or” and insert the name(s) and address(es) of proxy / proxies in the space provided in block letters. Shareholders may appoint one or more proxies to attend the EGM and to vote thereat. The proxy / proxies need(s) not be shareholder(s) of the Company. Any alteration made to the proxy form must be initialled by the signatory(ies).

5. Please note that if you would like to vote for a resolution, please put a “✕” in the “For” column. If you would like to vote against a resolution, please put a “✕” in the “Against” column. If no instruction is given, the proxy / proxies is / are authorized to vote at his / her/their discretion.

6. The proxy form or other power of attorney must be duly signed by you or your attorney duly authorized in writing. If the appointor is a legal person, the proxy form shall bear the stamp of the legal person or duly signed by its director(s) or duly authorized representative(s). if the appointor is a joint holder, the proxy form shall be signed by the shareholder whose name stands first among such joint shareholders in the register of members.

7. If the proxy form is signed by a person authorized by the appointor, the power of attorney or other authority under which it is signed must be notarized by a notary public. Such notarized power of attorney or other authority together with the proxy form must be deposited at the address of the Company not less than 24 hours before the time appointed for the holding of the EGM in order to be valid.

8. The proxy form shall not preclude the appointor from attending the EGM in person and to vote thereat. In such event, the appointment of the original proxy / proxies will be void.