Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2005

Apr 26, 2005

CHINA ELECTRONICS CORPORATION HOLDINGS COMPANY LIMITED 中國電子集團控股有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 0085)

Form of proxy for use by the shareholders at the annual general meeting of China Electronics Corporation Holdings Company Limited to be held at Chater Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 17 May 2005 at 9:30 a.m. and at any adjournment thereof

I/We[1]

of

being the registered holder(s) of[2]

share(s) of HK$0.01 each in

the share capital of China Electronics Corporation Holdings Company Limited (“the Company”) HEREBY APPOINT[3]

of

or failing him, the CHAIRMAN OF THE ANNUAL GENERAL MEETING to act as my/our proxy to attend and vote for me/us at the annual general meeting of the Company to be held at Chater Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 17 May 2005 at 9:30 a.m. and at any adjournment thereof (and to exercise all rights conferred on proxies under the bye-laws of the Company and the applicable laws and regulations) as indicated below[4] and, if no such indication is given, as my/our proxy thinks fit.

				For4	Against4
1.	To receive and consider the audited consolidated financial statements and thereports of the directors and of the auditors for the year ended 31 December 2004.
2.	(i) (a) To re-elect Mr. YANG Xiaotang as a director.
	(b) To re-elect Mr. TONG Baoan as a director.
	(c) To re-elect Mr. FAN Qingwu as a director.
	(d) To re-elect Mr. HUA Longxing as a director.
	(e) To re-elect Mr. YIN Yongli as a director.
	(ii) To authorise the board of directors to fix the directors’ remuneration.
3.	To re-appoint PricewaterhouseCoopers as auditors and to authorise the board ofdirectors to fix their remuneration.
4.	(A) To grant a general mandate to the directors to repurchase shares of theCompany.
	(B) To grant a general mandate to the directors to issue, allot and deal withadditional shares of the Company.
	(C) To extend the general mandate to issue, allot and deal with shares granted tothe directors under resolution 4(B) above to cover the number of sharesrepurchased by the Company under the authority granted under resolution4(A) above.
	(D) To refresh the mandate limit of the share option scheme.
Date	dday of	, 2005Shareholder’s signature5

Notes:

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

2. Please insert the number of share(s) of HK$0.01 each in the share 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 of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE ANNUAL GENERAL MEETING WILL, SUBJECT TO THE LIMITATIONS AS HEREINAFTER MENTIONED, ACT AS YOUR PROXY . Under the Company’s bye-laws, a resolution put to the vote of a meeting shall be decided in the first instance on a show of hands unless a poll is properly demanded. On a show of hands, every shareholder present in person (or being a corporation, by its duly authorised representative) or by proxy shall have one vote. On a poll, every shareholder present in person (or being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “AGAINST”. If this form of proxy is returned duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all proposed resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. Your proxy will also be entitled to vote or obstain on any amendment to the proposed resolutions put to the annual general meeting as he thinks fit.

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

6. In the case of joint holders of a share, this form of proxy may be signed by any joint holder. But if more than one of such joint holders be present at the annual general meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. In order to be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjournments thereof (as the case may be).

8. A proxy need not be a shareholder of the Company but must attend the annual general meeting in person to represent you. 9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the annual general meeting if you so wish and in such event, this form of proxy will be deemed to have been revoked.

• For identification purposes only