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

Nov 4, 2014

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

Second SUPPLeMenTAL PRoXY FoRM FoR THe Second 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 second 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 Friday, 21 November 2014 at 2:30 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	oRdInARY ReSoLUTIonS	For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To approve the resolution in relation to the Company’s eligibility forthe significant asset restructuring
2.	To approve the resolution in relation to the Significant AssetPurchase Plan, and each of the following resolutions be voted itemby item
2.1	Counterparty of the Significant Asset Purchase
2.2	Transaction subject of the Significant Asset Purchase
2.3	Transaction mode of the Significant Asset Purchase
2.4	Confirmation of the transaction price and payment method of theconsideration
2.5	Attribution of profit and loss during the transitional period of thetransaction subject
2.6	Transfer of ownership of the transaction subject
2.7	Liability for breach of the contract
2.8	Effective period of the resolution
3.	To approve the resolution in relation to the Significant AssetPurchase constituting a connected transaction
4.	To approve the resolution in relation to the consideration of the draftreport on the Significant Asset Purchase and connected transactionof Nanjing Panda Electronics Company Limited and its abstract

oRdInARY ReSoLUTIonS	oRdInARY ReSoLUTIonS	oRdInARY ReSoLUTIonS	For(Note 5)	For(Note 5)	Against(Note 5)	Against(Note 5)	Abstain(Note 5)	Abstain(Note 5)
5.
	.	To approve the resolution in relation to the compliance of theSignificant Asset Purchase with Article 4 of the Regulations inRelation to Regulating Issues Arising from Significant AssetRestructuring of Listed Companies
6		T h li i li i i h Ei
	.	o approve te resouton n reaton to enterng nto te quty
		Transfer Agreement between the Company and Panda Electronics
		Group Limited
7	.	To arove the resolution in relation to assets evaluation involved in
		ppth Siifit At Ph
		e gncan sse urcase
8	.	To approve the resolution in relation to the approval of the
		publication of the audit report, the valuation report and the profit
		forecast audit report of the Significant Asset Purchase
9	.
		To approve the resolution in relation to the authorisation to the
		Board to deal with the relevant matters relating to the SignificantAsset Purchase

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 “√” 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.