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

Apr 25, 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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of China Electronics Corporation Holdings Company Limited (the “ Company ”) will be held at Chater Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong on Tuesday, 17 May 2005 at 10:30 a.m. (or as soon thereafter as the annual general meeting of the Company convened to be held at 9:30 a.m. at the same place and date shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution numbered 1 as special resolution and resolutions numbered 2 and 3 as ordinary resolutions:

SPECIAL RESOLUTION

1. “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the new shares of HK$0.01 each in the issued share capital of the Company upon the Capital Reduction and the Share Consolidation (as defined in ordinary resolution numbered 2 in this notice of special general meeting) becoming effective, with effect from 4:00 p.m. on the date on which this resolution is passed (the “ Effective Date ”):

   • (a) the issued share capital of the Company be reduced by cancelling paid up capital to the extent of HK$0.00875 on each of the shares of HK$0.01 each in the share capital of the Company in issue on the Effective Date (the “ Capital Reduction ”) so that each issued share in the share capital of the Company shall be treated as one fully paid share of HK$0.00125 in the share capital of the Company (the “ Reduced Share ”);

   • (b) subject to and forthwith upon the Capital Reduction taking effect, the credit arising from the Capital Reduction be credited to the contributed surplus account of the Company where it may be utilised in accordance with the bye-laws of the Company and the Companies Act 1981 of Bermuda (the “ Application of Credit ”); and

   • (c) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and take all such steps which in their opinion may be necessary, desirable or expedient to effect and implement the Capital Reduction and the Application of Credit.”

ORDINARY RESOLUTIONS

1. “ THAT conditional upon special resolution numbered 1 in this notice of special general meeting being passed and subject to and forthwith upon the Capital Reduction taking effect, every eight (8) Reduced Shares (as defined in special resolution numbered 1 in this notice of special general meeting) be consolidated into one (1) share of HK$0.01 in the share capital of the Company (the “ Share Consolidation ”) and the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and take all such steps which in their opinion may be necessary, desirable or expedient to effect and implement the Share Consolidation.”

2. “ THAT the conditional equity transfer agreement (the “ Equity Transfer Agreement ”) dated 4 April 2005 entered into among the Company, 中國電子產業工程公司 (China Electronics Industry Corporation) and 中 國電子信息產業集團公司 (China Electronics Corporation), a copy of which has been initialled by the

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chairman of this meeting and for the purpose of identification marked “A”, pursuant to which China Electronics Industry Corporation has agreed to sell, and the Company has agreed to acquire, a 48% equity interest in 中 電賽龍通信研究中心有限責任公司 (CEC Wireless R&D Ltd.) at a cash consideration of HK$22,000,000, be and is hereby generally and unconditionally approved and the directors of the Company be and are hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of the Equity Transfer Agreement.”

By Order of the Board China Electronics Corporation Holdings Company Limited Yam Pui Hung, Robert Company Secretary

Hong Kong, 25 April 2005

Registered office: Clarendon House 2 Church Street Hamilton, HM 11 Bermuda

Principal place of business in Hong Kong: Room 908, 9th Floor Sun Hung Kai Centre No. 30 Harbour Road Wanchai Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a shareholder of the Company but must be present in person at the meeting to represent the shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and returned together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to 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 meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the meeting or any adjournment thereof, should he so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the above ordinary resolution numbered 3 will be taken by poll.

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EXPECTED TIMETABLE

Set out below is an expected timetable in relation to the Capital Reduction and the Share Consolidation (together the “ Capital Reorganisation ”). Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 25 April 2005 unless otherwise stated:

2005

Latest time for lodging forms of proxy in respect of the SGM (not less than 48 hours before the time appointed for holding the SGM) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Sunday, 15 May Time and date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Tuesday, 17 May (or as soon thereafter as the annual general meeting of the Company convened to be held at 9:30 a.m. on the same date shall have been concluded or adjourned)

The following events are conditional upon the relevant resolutions regarding the Capital Reorganisation being approved by the Shareholders at the SGM:

Effective time and date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 17 May

Free exchange of existing share certificates for

new share certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 May Temporary counter for trading in New Shares in board lots of 1,250 New Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 18 May Existing counter for trading in Shares in board lots of 10,000 Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 18 May Designated broker starts to stand in the market to provide odd lots matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 18 May Existing counter for trading in New Shares in board lots of 2,000 New Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 1 June Parallel trading in New Shares (in the forms of new and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 1 June Temporary counter for trading in New Shares in board lots of 1,250 New Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 22 June Designated broker ceases to stand in the market to provide odd lots matching services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 22 June Parallel trading in New Shares (in the forms of new and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 22 June Free exchange of existing share certificates for new share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 29 June

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* for identification purpose only

As at the date of this announcement, the board comprises two non-executive Directors, namely Messrs Yang Xiaotang (Chairman) and Tong Baoan (Vice-Chairman) , two executive Directors, namely Messrs Fan Qingwu (Managing Director) and Hua Longxing, and three independent non-executive Directors, namely Messrs Chan Kay Cheung, Wong Po Yan and Yin Yongli.

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

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