Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2011

Nov 10, 2011

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PROXY FORM FOR THE 2ND EXTRAORDINARY GENERAL MEETING IN 2011

No. of shares authorized by me [(Note 1)]

I/We [(Note 2)] , of

,

being a member of Nanjing Panda Electronics Company Limited (the “ Company ”) and the holder of A Shares/ H Shares [(Note 3)] , HEREBY APPOINT THE CHAIRMAN OF THE MEETING, OR of [(Note 4)]

as my proxy to attend and vote at the second extraordinary general meeting of the Company in 2011 (the “ EGM ”) to be held at the Conference Room, Workers’ Union, 301 Zhongshan Road East, Nanjing, the People’s Republic of China on Wednesday, 28 December 2011 at 9:30 a.m.. The proxy/proxies are authorized to vote on the resolution according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolution at their discretion.

ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1. (1) To consider and approve the Supplemental Sub-contracting Agreement;
(2) To consider and approve the Revised Annual Cap under the Supplemental Sub-contracting Agreement; and
(3) To authorise the Board to take all steps necessary to give effect to the Supplemental Sub-contracting Agreement.
2. (1) To consider and approve the Supplemental Sale Agreement;
(2) To consider and approve the Revised Annual Cap under the Supplemental Sale Agreement; and
(3) To authorise the Board to take all steps necessary to give effect to the Supplemental Sale Agreement.

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ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
3. (1) To consider and approve the Supplemental Purchase Agreement;
(2) To consider and approve the Revised Annual Cap under the Supplemental Purchase Agreement; and
(3) To authorise the Board to take all steps necessary to give effect to the Supplemental Purchase Agreement.
4. (1) To consider and approve the Supplemental Lease Agreement;
(2) To consider and approve the Revised Annual Cap under the Supplemental Lease Agreement; and
(3) To authorise the Board to take all steps necessary to give effect to the Supplemental Lease Agreement.
5. (1) To consider and approve the Lease Agreement;
(2) To consider and approve the proposed annual cap under the Lease Agreement; and
(3) To authorise the Board to take all steps necessary to give effect to the Lease Agreement.
6. To consider and approve the provision of a corporate guarantee to Nanjing Panda Information Industry Co., Ltd. (南京熊猫信息產業 有限公司), a subsidiary of the Company, for financing in the sum of not exceeding RMB120,000,000 until 30 June 2013.
7. To consider and approve the provision of a corporate guarantee to Nanjing Panda Electronics Equipment Co., Ltd (南京熊猫電子裝 備有限公司), a subsidiary of the Company, for financing in the sum of not exceeding RMB70,000,000 until 30 June 2013.

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ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
8. (1) To consider and approve the amendments to Rule 3 of the Rules of the Board Meeting of the Company (公司董事會 議事規則) of the Company.
(2) To consider and approve the amendments to Rule 11 of the Rules of the Board Meeting of the Company of the Company.
(3) To consider and approve the amendments to Rule 13 of the Rules of theBoard Meeting of the Company of the Company.
9. (1) To consider and approve the amendments to Rule 18 the Regulations for the Independent Directors of the Company (公司獨立董事制度) of the Company.
(2) To consider and approve the amendments to Rule 19 the Regulations for the Independent Directors of the Company of the Company.
(3) To consider and approve the amendments to Rule 21 the Regulations for the Independent Directors of the Company of the Company.
SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
10. To consider and approve by way of special resolution the amendments to the Articles of Association of the Company. (1) The original Article 159 of Articles of Association be amended as follow: “The Supervisory Committee shall comprise three members, of whom one member shall act as the chairman of the Supervisory Committee. The term of office for the Supervisors shall be three years and all Supervisors shall be eligible for re-election. In the event that the re-election of a Supervisor fails to take place on a timely basis upon expiry of the term of office or a Supervisor resigns during his term of office which results in the number of members of the Supervisory Committee falling below the quorum, the original Supervisor shall continue to perform his duty as a Supervisor in accordance with the laws, administrative rules and the Articles of Association before a new Supervisor is elected and assumes office. The appointment and removal of the chairman of the Supervisory Committee shall be made by a resolution passed by more than two-third of the members of the Supervisory Committee.”

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SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
(2) The original Article 160 of Articles of Association be amended as follow: “The Supervisory Committee shall comprise at least two representatives of the employees, and the rest being representatives of the Shareholders. Employees’ representatives shall be elected and removed by the employees while Shareholders’ representatives shall be elected and removed at the general meeting.”

Date: 2011

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 AGM and to vote thereat. The proxy/proxies need(s) not be shareholder(s) of the Company. Any alternation made to the proxy form must be initialed by the signatory(ies).

5. Please note that if you would like to vote for a resolution, please put an “X” in the “For” column; if you would like to vote against a resolution, please put an “X” in the “Against” column; and if you would like to abstain from voting on a resolution, please put an “X” in the “Abstain” 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 appointed 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 appointed 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 appointer, 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 appointer from attending the EGM in person and to vote thereat. In such event, the appointment of the original proxy/proxies will be void.

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