Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2015

Jun 5, 2015

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SUPPLEMENTAL PROXY FORM FOR THE 2014 ANNUAL GENERAL MEETING

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 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 2014 annual general meeting of the Company (the “ AGM ”) to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People’s Republic of China on Tuesday, 30 June 2015 at 2:30 p.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.

as my proxy to attend and vote at the 2014 annual general meeting of the Company (the “AGM”) to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People’s Republic of China on Tuesday, 30 June 2015 at 2:30 p.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.	as my proxy to attend and vote at the 2014 annual general meeting of the Company (the “AGM”) to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People’s Republic of China on Tuesday, 30 June 2015 at 2:30 p.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.	as my proxy to attend and vote at the 2014 annual general meeting of the Company (the “AGM”) to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People’s Republic of China on Tuesday, 30 June 2015 at 2:30 p.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.	as my proxy to attend and vote at the 2014 annual general meeting of the Company (the “AGM”) to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People’s Republic of China on Tuesday, 30 June 2015 at 2:30 p.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.	as my proxy to attend and vote at the 2014 annual general meeting of the Company (the “AGM”) to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People’s Republic of China on Tuesday, 30 June 2015 at 2:30 p.m. The proxy/proxies are authorized to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions at their discretion.
Resolutions of Non-cumulative Voting
ORDINARY RESOLUTIONS		For(Note 5)	Against(Note 5)	Abstain(Note 5)
1.	To consider and approve the work report of the board of directors of the Company (the “Board”) for the year 2014.
2.	To consider and approve the work report of the supervisory committee of the Company for the year 2014.
3.	To consider and approve the audited financial reports prepared by the Company’s international and PRC auditors for the year 2014.
4.	To consider and approve the financial budget report of the Company for the year 2015.
5.	To consider and approve the profit appropriation plan of the Company for the year 2014.
6.	To consider and approve the reappointment of Baker Tilly Hong Kong Limited and Baker Tilly China (Special General Partnership) as the Company’s international auditor and PRC auditor as well as internal control auditor respectively for the year 2015, and authorize the Board to determine their remunerations within the limit of RMB1.90 million.
7.	To consider and approve the 2014 annual report of the Company and its summary.
8.	To consider and approve the report of the independent directors of the Company for the year 2014.

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	Resolutions of Non-cumulative Voting
	SPECIAL RESOLUTION	For(Note 5)	Against(Note 5)	Abstain(Note 5)
9.	To consider and approve the amendments to the articles of association of the Company.
	ORDINARY RESOLUTIONS
10.	To consider and approve the new Rules of Procedures for Shareholders’ General Meeting of the Company (《南京熊猫股東大會議事規則》).
11.	To consider and approve the new System of Related Party Transactions Management of the Company (《南京熊猫關聯交易管理制度》).
12.	To consider and approve to authorize the Board to fix the remuneration of the members of the eighth session of the Board within the limit of RMB4.50 million, being the total amount of the annual remuneration of the directors, supervisors and senior management of the Company.
13.	To consider and approve to authorize the Board to fix the remuneration of the members of the eighth session of the supervisory committee within the limit of RMB4.50 million, being the total amount of the annual remuneration of the directors, supervisors and senior management of the Company.
14.	To consider and approve the provision of a guarantee for the new credit of RMB60,000,000 to Panda Electronics Manufacturing Co., Ltd., a controlling subsidiary of the Company, with a term expiring on 30 June 2016.
	Resolutions of Cumulative Voting
	ORDINARY RESOLUTIONS	Number of Votes
15.	Resolutions in relation to election of directors_(Note 9)_:
	(1) To consider the re-election of Mr. Lai Weide as an executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
	(2) To consider the re-election of Mr. Xu Guofei as an executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
	(3) To consider the election of Mr. Yu Yanqiu as a non-executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.

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	Resolutions of Cumulative Voting
	ORDINARY RESOLUTIONS	Number of Votes
	(4) To consider the re-election of Mr. Deng Weiming as a non-executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
	(5) To consider the re-election of Mr. Lu Qing as a non-executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
	(6) To consider the election of Mr. Xia Dechuan as an executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
16.	Resolutions in relation to election of independent directors_(Note 9)_:
	(1) To consider the election of Ms. Du Jie as an independent non- executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
	(2) To consider the re-election of Mr. Chu Wai Tsun, Vincent as an independent non-executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
	(3) To consider the election of Mr. Zhang Chun as an independent non- executive director of the eighth session of the Board of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.
17.	Resolution in relation to election of supervisor_(Note 9)_:
	(1) To consider the re-election of Mr. Zhang Yinqian as the candidate for non-employee supervisor of the eighth session of the supervisory committee of the Company for a term of three years with effect from the date of the consideration and approval of the resolution at the general meeting of the Company.

2015

Signature:

Date:

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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 full 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 AGM 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 “✔” in the “For” column; if you would like to vote against a resolution, please put a “✔” 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 AGM in order to be valid.

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

9. For each of the resolutions of cumulative voting (i.e. resolutions nos. 15, 16 and 17 of the abovementioned resolutions), the total number of votes to which you are entitled for each share held by yourself shall be equal to the number of directors or supervisors to be elected under that particular group of resolutions. Your voting shall be confined to the number of votes to which you are entitled in respect of each group of resolutions. You may cast your votes on one candidate or on different candidates in any combination. Failure to mark numbers in any relevant boxes will entitle your proxy to cast your vote at his/ her discretion.

10. (a) With six directors to be elected under resolution no. 15, you shall be entitled to a total of six votes for each share held by yourself. You may cast your votes in favour of one candidate or several candidates at your discretion, subject to the situation where the number of votes to be cast shall be confined to six for one share held by yourself.

11. (b) With three independent directors to be elected under resolution no. 16, you shall be entitled to a total of three votes for each share held by yourself. You may cast your votes in favour of one candidate or several candidates at your discretion, subject to the situation where the number of votes to be cast shall be confined to three for one share held by yourself.

12. (c) With one supervisor to be elected under resolution no. 17, you shall be entitled to a total of one vote for each share held by yourself. You may cast all your votes in favour of one candidate, subject to the situation where the number of votes to be cast shall be confined to one for one share held by yourself.

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