National Electronics Holdings Limited — Proxy Solicitation & Information Statement 2004

Sep 27, 2004

(incorporated in Bermuda with limited liability)

(Stock code: 127)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Chinese Estates Holdings Limited (the “Company”) will 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 purposes of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT:

(a) the disposal of the entire issued share capital of Project King Ltd. and the assignment of loans due from members of the First Group (as defined in the circular of the Company dated 27th September 2004, a copy of which was produced to this meeting and marked “A” and initialed by the chairman of this meeting for the purpose of identification (the “Circular”)) to Colour Jade Ltd. (collectively the “First Transactions”) under the sale and purchase agreement dated 27th August 2004 (the “First Sale and Purchase Agreement”) entered into between Paul Y. Holdings Company Limited and Colour Jade Ltd., a copy of which was produced to this meeting and marked “B” and initialed by the chairman of this meeting for the purpose of identification, be and is hereby approved, ratified and confirmed; and

(b) any one director of the Company, or any two directors of the Company if affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and do all such acts, matters and things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the First Transactions as he/she may consider, necessary, desirable or expedient.”

1. “THAT:

(a) the disposal of the entire issued share capital of each of Sino Harbour Limited, Great Kings Investments Ltd. and Glory Ocean Limited, and the assignment of loans due from members of the Outgoing Group (as defined in the circular of the Company dated 27th September 2004, a copy of which was produced to this meeting and marked “A” and initialed by the chairman of this meeting for the purpose of identification (the “Circular”)) (other than the First Group (as defined in the Circular)) to Colour Jade Ltd. (collectively the “Second Transactions”) under the First Sale and Purchase Agreement (as defined in resolution no. 1 of the notice convening this meeting of which this resolution forms part), be and is hereby approved, ratified and confirmed; and

(b) any one director of the Company, or any two directors of the Company if affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and do all such acts, matters and things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the Second Transactions as he/she may consider, necessary, desirable or expedient.”

1. “THAT:

(a) the sale and purchase agreement dated 27th August 2004 (the “Second Sale and Purchase Agreement”) entered into between the Company and London Queen Limited, a copy of which has been produced to this meeting and marked “C” and initialed by the chairman of this meeting for the purpose of identification, in relation to (a) the disposal of the entire issued share capital of Jade Wall Limited (“JWL”); and (b) the assignment of loan due from JWL to Chase Master Company Limited, be and is hereby approved, ratified and confirmed; and

(b) any one director of the Company, or any two directors of the Company if affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and do all such acts, matters and things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the Second Sale and Purchase Agreement as he/she may consider, necessary, desirable or expedient.”

By Order of the Board

Lam, Kwong-wai

Company Secretary

Hong Kong, 27th September 2004

Principal place of business:

26th Floor, MassMutual Tower

38 Gloucester Road

Wanchai

Hong Kong

Notes:

1. Any member entitled to attend and vote at the special general meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. The instrument appointing a proxy will be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be lodged at the principal place of business of the Company 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 special general meeting or any adjourned meeting (as the case may be) and in default the proxy will not be treated as valid.

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the special general meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy will be deemed to be revoked.

6. As at the date hereof, the Board comprises Mr. Thomas Lau, Luen-hung and Mr. Joseph Lau, Luen-hung as executive Directors and Ms. Constance Choy, Hok-man, Mr. Koon, Wing-yee and Mr. Cheng, Kwee as independent non-executive Directors.

Websites: http://www.chineseestates.com

http://www.iprasia.com/listco/chinese_estates

Please also refer to the published version of this announcement in the The Standard.