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

Jan 28, 2011

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PROXY FORM FOR THE 1ST 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(s) 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 extraordinary general meeting of the Company (the “ EGM ”) to be held at the Company’s Conference Room, 301 Zhongshan Road East, Nanjing, the People's Republic of China on Friday, 18 March 2011 at 9:00 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 RESOLUTION	For(Note 5)	Against(Note 5)	Abstain(Note 5)
THAT the appointment of Baker Tilly Hong Kong Limited as theinternational auditor of the Company for the financial year ended 31December 2010, with a term until conclusion of the next annual generalmeeting of the Company, be and is hereby approved and the boardof directors of the Company be and is hereby authorized to fix theirremuneration.

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 EGM 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 appointee 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 appointee 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.