National Electronics Holdings Limited — Proxy Solicitation & Information Statement 2008

Dec 22, 2008

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

Form of Proxy for Special General Meeting

I/We,[(Note 1)]

of

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

~~s~~ hares

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

of

as my/our proxy to attend the Special General Meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at Concord Room II-III, 8th Floor, Renaissance Harbour View Hotel Hong Kong, No. 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 14th January, 2009 at 10:00 a.m. and to vote for me/us and on my/our behalf in respect of the undermentioned resolution as indicated.

Ordinary Resolution	For(Note 4)	Against(Note 4)
THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares in the capital of the Company (the “Shares”) to be issued pursuant to the vesting of the award granted under the share award scheme (a copy of which is produced to the meeting marked “A” and signed by the Chairman of this meeting for the purpose of identification) (the “Share Award Scheme”), the Share Award Scheme be approved and adopted to be the share award scheme of the Company and that the directors of the Company be and are hereby authorised to grant awards and issue, allot and deal with the Shares pursuant to the Share Award Scheme and take such steps and do such acts and to enter into such transactions, arrangements and agreements as may be necessary or desirable to implement and give full effect to the Share Award Scheme.

Date:

day of , 200 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 capital of 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. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting’’ and insert in BLOCK CAPITALS the full name and address of the proxy desired in the space provided. You are entitled to appoint one or more separate proxies and the proxy need not be a member of the Company but must attend the Meeting in person to represent you.

4. Please indicate with a “✓” in the spaces opposite to the resolution showing how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolution or may abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

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. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, 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 such shares shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.

7. To be valid, this form of proxy together with the 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 branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or at any adjournment thereof.

8. Whether or not you intend to be present at the Meeting, you are welcome to complete the form of proxy. The completion of a form of proxy and returning it to the Company’s branch registrar and transfer office in Hong Kong will not preclude you from attending and voting in person at the Meeting or poll concerned and, in such event, the appointment of the proxy will be deemed to be revoked.

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