Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2014

Dec 11, 2014

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PROXY FORM FOR THE THIRD EXTRAORDINARY GENERAL MEETING IN 2014

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 third extraordinary general meeting in 2014 (the “ EGM ”) to be held at the Conference Room of the Company, 301 Zhongshan Road East, Nanjing, the People’s Republic of China on Monday, 29 December 2014 at 2:00 p.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	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To approve the resolution in relation to the provision of guarantee in
	favour of Nanjing Panda Information Industry Co., Ltd. (南京熊猫
	信息產業有限公司), a subsidiary of the Company, for a new credit
	of RMB100,000,000.00, for a term expiring on 30 June 2016
2.	To approve the resolution in relation to the provision of guarantee in
	favour of Nanjing Panda Electronics Equipment Co., Ltd. (南京熊猫
	電子裝備有限公司), a subsidiary of the Company, for a new credit
	of RMB200,000,000.00, for a term expiring on 30 June 2016
3.1	To approve the supplemental agreement dated 8 December 2014 in
	relation to the revision of the annual cap for the year ending 2014
	under the Sale Agreement (“Supplemental Sale Agreement for
	2014”), a copy of which was marked “A” and has been produced
	at the meeting and signed by the chairman of the meeting for
	identification purpose)
3.2	To approve the revised annual cap for the Supplemental Sale
	Agreement for 2014 for the period from the date of the EGM to 31
	December 2014
3.3	To authorize the Board to take all steps necessary or expedient in
	its opinion to implement and/or give effect to the Supplemental Sale
	Agreement for 2014

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
4.1	To approve the supplemental agreement dated 8 December 2014 inrelation to the revision of the annual cap for the year ending 2015under the Sale Agreement (“Supplemental Sale Agreement for2015”), a copy of which was marked “B” and has been producedat the meeting and signed by the chairman of the meeting foridentification purpose)
4.2	To approve the revised annual cap for the Supplemental SaleAgreement for 2015 for the period from 1 December 2015 to 31December 2015
4.3	To authorize the Board to take all steps necessary or expedient inits opinion to implement and/or give effect to the Supplemental SaleAgreement for 2015

Date: 2014

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.