Nanjing Panda Electronics Company Limited — Proxy Solicitation & Information Statement 2021

Jun 10, 2021

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SUPPLEMENTAL PROXY FORM FOR THE 2020 ANNUAL GENERAL MEETING

Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting
ORDINARY RESOLUTIONS		For(Note 5)	Against(Note 5)	Abstain (Note 5)
1.	To consider the work report of the board of directors of the Company (the “Board”) for the year 2020;
2.	To consider the work report of the supervisory committee of the Company for the year 2020;
3.	To consider the final financial report of the Company for the year 2020;
4.	To consider the financial budget report of the Company for the year 2021;
5.	To consider the profit appropriation plan of the Company for the year 2020;
6.	To consider the appointment of audit firms for the year 2021, i.e. the reappointment of BDO China Shu Lun Pan Certified Public Accountants LLP as the Company’s international auditor and PRC auditor as well as internal control auditor respectively for the year 2021, and determine their remuneration within the limit of RMB2,480,000;
7.	To consider the 2020 annual report of the Company and its summary;
8.	To consider the report of the independent directors of the Company for the year 2020;
9.	To consider the resolution on the purchase of liability insurance for directors for the year 2021;
10.	To consider the Company’s provision of guarantee for the financing amount of no more than RMB200,000,000 in total of Nanjing Panda Electronics Equipment Co., Ltd., for a term effective from the date immediately after the conclusion of the 2020 AGM until the date of the 2021 annual general meeting of the Company, and to authorize the General Manager to handle the specific matters in relation to the provision of guarantee for the financing of Nanjing Panda Electronics Equipment Co., Ltd. during the period;

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Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting	Resolutions of Non-Cumulative Voting
ORDINARY RESOLUTIONS		For(Note 5)	Against(Note 5)	Abstain (Note 5)
11.	To consider the Company’s provision of guarantee for the financing amount of no more than RMB250,000,000 in total of Nanjing Panda Information Industry Co., Ltd., for a term effective from the date immediately after the conclusion of the 2020 AGM until the date of the 2021 annual general meeting of the Company, and to authorize the General Manager to handle the specific matters in relation to the provision of guarantee for the financing of Nanjing Panda Information Industry Co., Ltd. during the period;
12.	To consider the Company’s provision of guarantee for the financing amount of no more than RMB60,000,000 in total of Nanjing Panda Electronic Manufacture Co., Ltd., for a term effective from the date immediately after the conclusion of the 2020 AGM until the date of the 2021 annual general meeting of the Company, and to authorize the General Manager to handle the specific matters in relation to the provision of guarantee for the financing of Nanjing Panda Electronic Manufacture Co., Ltd. during the period;
13.	To consider the Company’s provision of guarantee for the financing amount of no more than RMB50,000,000 in total of Nanjing Huage Electronics Plastic Co., Ltd., for a term effective from the date immediately after the conclusion of the 2020 AGM until the date of the 2021 annual general meeting of the Company, and to authorize the General Manager to handle the specific matters in relation to the provision of guarantee for the financing of Nanjing Huage Electronics Plastic Co., Ltd. during the period;
14.	To consider the Company’s provision of guarantee for the financing amount of no more than RMB15,000,000 in total of Nanjing Panda Machine and Electrical Manufacture Co., Ltd., for a term effective from the date immediately after the conclusion of the 2020 AGM until the date of the 2021 annual general meeting of the Company, and to authorize the General Manager to handle the specific matters in relation to the provision of guarantee for the financing of Nanjing Panda Machine and Electrical Manufacture Co., Ltd. during the period;
15.	To consider the Company’s provision of guarantee for the financing amount of no more than RMB100,000,000 in total of Chengdu Panda Electronic Technology Co., Ltd., for a term effective from the date immediately after the conclusion of the 2020 AGM until the date of the 2021 annual general meeting of the Company, and to authorize the General Manager to handle the specific matters in relation to the provision of guarantee for the financing of Chengdu Panda Electronic Technology Co., Ltd. during the period;
16	To consider the cap of RMB8,000,000 for the total annual remuneration of the directors, supervisors and senior management of the Company, and within the cap, to authorize the Board to determine the remuneration of the relevant directors of the tenth session of the Board, the relevant supervisors of the tenth session of the supervisory committee, and the senior management (whose term is the same as the term of the tenth session of the Board).

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Resolutions of Cumulative Voting	Resolutions of Cumulative Voting	Resolutions of Cumulative Voting
ORDINARY RESOLUTIONS		Number of Votes Cast(Note 9)
17	Resolutions in relation to election of directors of the tenth session of the Board
17.01	To consider the election of Mr. Zhou Guixiang as an executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
17.02	To consider the election of Mr. Li Renzhi as an executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
17.03	To consider the election of Mr. Xia Dechuan as an executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
17.04	To consider the election of Mr. Shen Jianlong as a non-executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
17.05	To consider the election of Mr. Deng Weiming as a non-executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
17.06	To consider the election of Mr. Li Changjiang as a non-executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company.
18	Resolutions in relation to election of independent non-executive directors of the tenth session of the Board of the Company
18.01	To consider the election of Mr. Dai Keqin as an independent non-executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
18.02	To consider the election of Ms. Xiong Yanren as an independent non-executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
18.03	To consider the election of Mr. Chu Wai Tsun, Vincent as an independent non- executive director of the tenth session of the Board of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company.
19	Resolution in relation to election of non-employee supervisor of the tenth session of the supervisory committee of the Company
19.01	To consider the election of Mr. Zhao Ji as the non-employee supervisor of the tenth session of the supervisory committee of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company;
19.02	To consider the election of Ms. Fu Yuanyuan as the non-employee supervisor of the tenth session of the supervisory committee of the Company for a term of three years with effect from the date of the consideration and passing of the resolution at the general meeting of the Company.

Signature:

2021

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 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 17M 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. 17, 18 and 19 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. 17, 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 non-executive directors to be elected under resolution No. 18, 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 two supervisors to be elected under resolution No. 19, you shall be entitled to a total of two 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 two for one share held by yourself.

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