National Electronics Holdings Limited — Proxy Solicitation & Information Statement 2008

Oct 3, 2008

==> picture [103 x 92] intentionally omitted <==

CHINESE ESTATES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 127)

Notice of Special General Meeting

NOTICE IS HEREBY GIVEN that the Special General Meeting of Chinese Estates Holdings Limited (the “Company”) will be held at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 22nd October, 2008 at 10:00 a.m. (the “Meeting”) for the following purposes:

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period of all the powers of the Company to purchase issued shares of HK$0.10 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its Shares at a price determined by the Directors;

• (c) the aggregate nominal amount of the Shares which are authorised to be purchased by the Directors of the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law and/or the Company's Bye-laws to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.”

• 1 -

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

“ THAT conditional upon the passing of the resolution no. 1 of the notice convening this meeting, the general mandate for issue of Shares granted to the Director of the Company at the annual general meeting of the Company held on 15th May, 2008 be and hereby extended by the addition thereto of an amount representing the aggregate nominal amount of share capital of the Company purchased by the Company under the authority granted pursuant to the resolution no. 1 of the notice convening this meeting, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”

By Order of the Board Lam, Kwong-wai Company Secretary

Hong Kong, 6th October, 2008

Notes:

1. The register of members will be closed from 20th October, 2008 to 22nd October, 2008, both days inclusive. For the purpose of ascertaining the members’ entitlement to the attendance of the Meeting, all Share transfers documents accompanied by the relevant share certificates must be lodged with the Company's branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 17th October, 2008.

2. Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more separate proxies to attend and to vote instead of him. A proxy need not be a Shareholder of the Company.

3. To be valid, a form of proxy in the prescribed form 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.

4. A circular containing the information with respect to the relevant resolutions and this notice will be sent to the Shareholders.

5. As at the date hereof, the Board comprised Mr. Joseph Lau, Luen-hung and Mr. Lau, Ming-wai as Executive Directors, Ms. Amy Lau, Yuk-wai as Non-executive Director and Mr. Chan, Kwok-wai, Mr. Cheng, Kwee and Ms. Phillis Loh, Lai-ping as Independent Non-executive Directors.

Website: http://www.chineseestates.com

• 2 -