Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2013

Aug 8, 2013

==> picture [483 x 61] intentionally omitted <==

PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING IN 2013

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

I/We [(Note 2)] , of being the holder of A Shares/H Shares [(Note 3)] of Nanjing Panda Electronics Company Limited (the “ Company ”) and a member of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING, OR of

(Note 4)

as my proxy to attend the first extraordinary general meeting in 2013 (the “ EGM ”) to be held at the Conference Room of the Company, 301 Zhongshan Road East, Nanjing, the People’s Republic of China on Thursday, 26 September 2013 at 9:30 a.m. The proxy/proxies shall vote on the resolutions at the meeting according to the following instructions on my behalf. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve by way of ordinary resolution the nomination of Mr. Xia Dechuanas a candidate for Non-executive Director of the seventh session of the Board of theCompany, for a term of office until the expiration of the seventh session of the Board of theCompany;
2.	To consider and approve by way of ordinary resolution the nomination of Mr. ZhangYinqian as a candidate for non-employee representative Supervisor of the seventh session ofthe Supervisory Committee of the Company, for a term of office until the expiration of theseventh session of the Supervisory Committee of the Company;
3.	To consider and approve by way of ordinary resolution the provision of guarantee for thenew credit of RMB200,000,000 granted to Nanjing Panda Information Industry Co., Ltd., asubsidiary of the Company, with a term expiring on 30 June 2016.
4.	To consider and approve the additions to the implementing entities of proceeds investmentprojects by way of ordinary resolution:(1)Nanjing Panda Electronics Equipment Co., Ltd. (南京熊猫電子裝備有限公司)(“Electronics Equipment Company”) is added as the implementing entity for the“automation equipment industrialization project” to take charge of the equipmentprocurement and operation of the project. Nanjing Panda Electronic TechnologyDevelopment Co., Ltd. (南京熊猫電子科技發展有限公司) (“TechnologyDevelopment Company”) will take charge of the construction of plants and relatedwork for the project. On the condition that the total investment in the “automationequipment industrialization project” is unchanged, the Company’s Board ofDirectors may make necessary and reasonable adjustments to the sequence in whichthe raised proceeds goes to the Technology Development Company and ElectronicsEquipment Company as well as the amount of the raised proceeds that goes to thetwo companies respectively, depending on the actual conditions of the project.(2)Nanjing Panda Communications Technology Co., Ltd. (南京熊猫通信科技有限公司) (“Communications Technology Company”) is added as the implementingentity for the “communication equipment industrialization project” to take chargeof the equipment procurement and operation of the project. Nanjing PandaElectronic Technology Development Co., Ltd. (南京熊猫電子科技發展有限公司) (“Technology Development Company”) will take charge of the construction ofplants and related work for the project. On the condition that the total investmentin the “communication equipment industrialization project” is unchanged, theCompany’s Board of Directors may make necessary and reasonable adjustments tothe sequence in which the raised proceeds goes to the Technology DevelopmentCompany and Communications Technology Company as well as the amount of theraised proceeds which goes to the two companies respectively, depending on theactual conditions of the project.

SPECIAL RESOLUTION	SPECIAL RESOLUTION	For(Note 5)	Against(Note 5)	Abstain(Note 5)
5.	To consider and approve the amendments to the Articles of Association by way of specialresolution:(1)Article 26 of the Articles of Association shall be amended as:“Pursuant to the “Approval for Non-public Issue of Shares by Nanjing PandaElectronics Company Limited” (Zheng Jian Xu Ke [2013] No. 332) (《關於核准南京熊猫電子股份有限公司非公開發行股票的批覆》（證監許可[2013]332號）) given by the China Securities Regulatory Commission, the Company issued258,823,529 RMB-denominated ordinary shares by way of non-public issue in June2013. Upon completion of such issue, the Company’s equity structure is as follows:913,838,529 ordinary shares, comprising 671,838,529 domestic shares, representing73.52% of the total share capital, and 242,000,000 overseas-listed foreign shares,representing 26.48% of the total share capital.”(2)The original Article 26 of the Articles of Association:“Article 26 The Company’s registered capital is RMB655,015,000.”shall be amended as:“Article 27 The Company’s registered capital is RMB913,838,529.”(3)The contents of the original Article 27 of the Articles of Association shall remainunchanged, with sequence numbers adjusted sequentially.

Date: 2013

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 the 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 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. If no instruction is given, the proxy/proxies is/are authorized to vote at his/her/their discretion. The shares abstained will not be counted in the calculation of the required majority.

6. The proxy form or other power of attorney must be duly signed by you or your attorney duly authorized in writing. If the appointer 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 appointer 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 (in respect of A Shares) or at the address of the H Share registrar of the Company, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (in respect of H Shares) 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.