National Electronics Holdings Limited — Proxy Solicitation & Information Statement 2004

Sep 28, 2004

==> picture [259 x 85] intentionally omitted <==

(incorporated in Bermuda with limited liability)

(Stock code: 127)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING

I/We [(Note][1)] ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

of –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

being the registered holder(s) of [(Note 2)] ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– shares

of HK$0.10 each in the capital of CHINESE ESTATES HOLDINGS LIMITED (the ‘‘Company’’), HEREBY APPOINT the Chairman of the Meeting, or [(Note 3)] ––––––––––––––––––––––––––––––––––––––––––––––––––––– of –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

as my/our proxy to act for me/us at the Special General Meeting (or at any adjournment thereof) of the Company to be held at Salon 6 (Level 3), JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 18th October 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Unless the context otherwise requires, terms used herein shall have the same meanings as those defined in the circular dated 27th September 2004.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To approve, ratify and confirm the disposal of the entire issued sharecapital of Project King Ltd. and the assignment of loans due frommembers of the First Group under the First Sale and Purchase Agreement.
2.	To approve, ratify and confirm the disposal of the entire issued sharecapital of each of Sino Harbour Limited, Great Kings Investments Ltd.and Glory Ocean Limited, and the assignment of loans due from membersof the Outgoing Group (other than the First Group) under the First Saleand Purchase Agreement.
3.	To approve, ratify and confirm the Second Sale and Purchase Agreementand the transactions in relation to the disposal of the entire issued sharecapital of Jade Wall Limited and the assignment of loan due from JadeWall Limited to Chase Master Company Limited.

Date this ––––––––––––– day of ––––––––––––– , 2004 Signature [(Note][5)] : –––––––––––––––––––––––––––––––––––

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 each in the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. Please insert the full name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.

6. In the case of joint holders, any one of such holders may attend and vote at the Meeting either personally or by proxy, but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s principal place of business in Hong Kong, 26th Floor, MassMutual Tower, 38 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or at any adjournment thereof.

8. You are entitled to appoint one or more proxies and the proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. ANY ALTERNATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.