Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2012

Nov 8, 2012

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PROXY FORM FOR THE 1[ST] H SHAREHOLDERS CLASS MEETING IN 2012

No. of H 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 H Shares [(Note 3)] , HEREBY APPOINT THE CHAIRMAN OF THE MEETING, OR of [(Note 4)] as my proxy to attend and vote at the first H Shareholders class meeting of the Company in 2012 (the “ H Shareholders Class Meeting ”) to be held at the No. 206 Conference Room, Jiangsu Conference Center, 307 Zhongshan Road East, Nanjing, the People’s Republic of China on Monday, 24 December 2012 at 10:30 a.m. (or immediately after the conclusion of the A Shareholders Class Meeting or any adjournment thereof which will be held at the same place on the same date). 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.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the ‘Proposal in relation to the Plan for the Proposed Placing of A Shares by the Company（《關於公司非公開發行A股股票方案的議案》）’;
	to consider and approve each of the following resolutions in relation to the plan for the Proposed Placing of A Shares by the Company by way of separate special resolutions:
	(1) Type of shares and nominal value : The domestic listed RMB denominated ordinary shares (A Shares), with a nominal value of RMB1.00 each.
	(2) Method of issue : Non-public issuance. The Company will, within 6 months from obtaining the approval of CSRC, issue the A Shares to specific subscribers at the appropriate time.

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	(3) Target subscribers and subscription method : The Company will issue the new A Shares to no more than ten specific investors (including NEIIC). Apart from NEIIC the confirmed subscriber, the scope of other target subscribers includes: securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors and Qualified Foreign Institutional Investors as required by relevant laws and regulations, and other investors entitled to subscribe for RMB denominated ordinary shares (A Shares) under laws and regulations. All target subscribers will subscribe for the shares under the Proposed Placing of A Shares in cash.
	(4) Pricing Base Date, price of the issue and pricing principle : The Pricing Base Date of the Proposed Placing of A Shares is the date of announcement of the resolutions of the 6th meeting of the 7th session of the Board (i.e. 8 November 2012). The issue price per A Share will not be less than 90% of the average trading price of the A Shares in the 20 trading days immediately preceding the Pricing Base Date, i.e. RMB5.07 per A Share (the average trading price of the A Shares in the 20 trading days immediately preceding the pricing base date = the total amount traded in the 20 trading days immediately preceding the Pricing Base Date of the A Shares/the total volume traded in the 20 trading days immediately preceding the pricing base date of the A Shares). The exact issue price will be determined by the Board (pursuant to the authorization granted by the Shareholder’ general meeting) after obtaining the approval of the CSRC for the Proposed Placing of A Shares with reference to bid prices offered by target subscribers. NEIIC will not participate in any price bidding process, and has agreed to accept the result of the price bidding process. The issue price of the Proposed Placing of A Shares will be adjusted correspondingly in case of ex-rights or ex-dividend during the period from the Pricing Base Date to the issue date.
	(5) Number of A Shares to be issued : Not more than 260,500,000 A Shares. The final number of shares to be issued will be determined by the Board of the Company through negotiation with the sponsor (lead underwriter) in accordance with the mandate granted by the general meeting as well as the actual circumstances at the time of issuance. The number of shares to be issued shall be adjusted accordingly in case of ex- rights or ex-dividend during the period from the Pricing Base Date to the issue date.
	(6) Lock-up period : The shares subscribed by NEIIC are not transferable for a period of 36 months from the date of completion of the Proposed Placing of A Shares. The shares subscribed by other target subscribers apart from NEIIC are not transferable for a period of 12 months from the date of completion of the Proposed Placing of A Shares.

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	(7) Place of listing : After the expiration of the lock-up period, the A Shares issued pursuant to the Proposed Placing of A Shares will be listed and traded on the Shanghai Stock Exchange.
	(8) Use of proceeds : The proceeds raised will not exceed RMB1,320,000,000 through the Proposed Placing of A Shares. After deduction of the relevant expenses, the net proceeds will be used in the project investments as follows: Unit: RMB0’000 No. Project name Entities to implement the project Total investment in project Proposed Amount of Proceeds to be Applied 1 Automation equipment industrialization project Nanjing Panda Electronic Technology Development Co., Ltd. 61,563 61,563 2 Communication equipment industrialization project Nanjing Panda Electronic Technology Development Co., Ltd. 24,544 24,544 3 Traffic electronic equipment industrialization project Nanjing Panda Information Industry Co., Ltd. 14,955 14,955 4 R&D center project Nanjing Panda Electronic Technology Development Co., Ltd. 20,996 20,938 5 Supplement working capital Nanjing Panda Electronics Company Limited — 10,000 Total — 132,000 If the net proceeds raised in the Proposed Placing of A Shares are less than the total proposed amount of proceeds to be applied above, the Company will make up the shortfall through internal resources; if the actual net proceeds raised in the Proposed Placing of A Shares are more than the amount proposed above, the excessive amount will be used to supplement working capital. Before the proceeds raised are available for use by the Company, the Company shall, in accordance with the actual progress of the projects, invest in such projects using other internal capital resources which will be replaced with the proceeds raised later. On the condition that these projects are not changed, the Board may make appropriate adjustments to the sequence and amount of proceeds for the above projects with reference to their actual financial requirements.

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	(9) Arrangements with regard to the undistributed cumulated profits prior to the Proposed Placing of A Shares : The new Shareholders after completion of the Proposed Placing of A Shares and existing Shareholders will share the undistributed profits cumulated prior to the Proposed Placing of A Shares.
	(10) Period of validity of the resolutions in relation to the Proposed Placing of A Shares : 12 months from the date of the resolutions of the Proposed Placing of A Shares passed at the respective shareholders’ general meetings.
2.	To consider and approve the ‘Detailed Plan for the Proposed Placing of A Shares by the Company（《關於 公司非公開發行A股股票預案的議案》）’.
3.	To consider and approve the ‘Proposal relating to the conditional NEIIC Subscription Agreement and the Connected Transactions（《關於公司與南京中電熊猫信息產業集團有限公司簽署關於非公開發行股票之 附條件生效的股份認購協定暨關聯交易的議案》）’.
4.	To consider and approve the authorization to the Board to deal with, at its full discretion, specific matters relating to the Proposed Placing of A Shares, including but not limited to: (1) to formulate and implement the specific plan for the Proposed Placing of A Shares based on actual conditions pursuant to the resolutions approved at the Shareholders’ general meetings, including but not limited to, determining the timing, number of shares to be issued, the commencement and the end of the issue period, issue price, method of issuance, the target subscribers, subscription method, subscription proportion and all other matters relating to the price determination; (2) to approve and sign any significant contracts in implementation of the projects to be financed by the proceeds raised by the Proposed Placing of A Shares; and approve and sign any documents and agreements relating to the Proposed Placing of A Shares; (3) to determine and engage intermediaries such as sponsors (lead underwriter) to handle the reporting matters relating to the Proposed Placing of A Shares; to execute any agreement and documents relating to this Proposed Placing of A Shares and share subscription, including but not limited to the underwriting agreement, sponsor agreement and the agreements for engagement of intermediaries, etc.;

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
	(4) to make appropriate adjustments to the sequence and amount of the application of raised proceeds according to the actual needs of the projects, provided that no change shall be made to the projects under this Proposed Placing of A Shares; (5) to make consequential amendments to all relevant provisions in the Articles of Association in relation to, among others, the registered capital and total number of issued shares based on the results of the Proposed Placing of A Shares, and to deal with relevant registration procedures with the industrial and commercial administration authorities; (6) to handle matters relating to the listing on the Shanghai Stock Exchange of the A Shares issued under the Proposed Placing of A Shares upon completion of the Proposed Placing of A Shares; (7) to decide on the extension of implementation period of the Proposed Placing of A Shares in the event of force majeure or other circumstances which may make it impractical to implement the Proposed Placing of A Shares or incur adverse impact on the Company should it be implemented, or in the event of any changes in relevant policies governing the Proposed Placing of A Shares, to revise the specific plan for the Proposed Placing of A Shares and proceed with the revised plan according to the new policies; (8) to deal with, at its absolute discretion, all other matters relating to the Proposed Placing of A Shares; and (9) these authorizations shall be valid for a period of 12 months from the date of passing of this resolution at the general meeting.”

Date:

Signature:

2012

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Notes:

1. Please insert the number of 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 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 H Shareholders Class Meeting 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 a “ 3 ” in the “For” column; if you would like to vote against a resolution, please put a “ 3 ” in the “Against” column; and if you would like to abstain from voting on a resolution, please put a “ 3 ” in the “Abstain” column. The shares abstained will be counted in the calculation of the required majority. 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 H Shareholders Class Meeting in order to be valid.

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

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