Nanjing Panda Electronics : PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

PROXY FORM FOR THE FIRST EXTRAORDINARY GENERAL MEETING IN 2020

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 first extraordinary general meeting in 2020 of the Company (the "EGM") to be held at the Conference Room, 7 Jingtianlu, Nanjing, the People's Republic of China on Thursday, 26 March 2020 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.

Resolution of Cumulative Voting

ORDINARY RESOLUTION

Number of Votes Cast (Note 8)

1 Election of director of the ninth session of the board of the Company (the "Board")

Election of Mr. Li Changjiang as a non-executive director of the ninth session of the Board, whose term is in line with the term of the ninth session of the Board and becomes effective upon the resolution being considered and approved at the general meeting of the Company.

Date:

2020

Signature:

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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. 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.
6. 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.
7. 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.
8. For the resolution of cumulative voting, the total number of votes to which you are entitled for each share held by yourself shall be equal to the number of directors 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.
9. 1. With the director to be elected under the resolution, you shall be entitled to a total of one vote for each share held by yourself. You may cast your vote 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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