Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2007

Aug 28, 2007

CHINA ELECTRONICS CORPORATION HOLDINGS COMPANY LIMITED

*****

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

(Stock Code: 0085)

Form of proxy for use by shareholders at the special general meeting of China Electronics Corporation Holdings Company Limited to be held at Falcon Room II, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 14 September 2007 at 2:30 p.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 Electronics Corporation Holdings Company Limited (the “Company”) HEREBY APPOINT[3] of

share(s) of HK$0.01 each in the capital of China

or failing him,

the CHAIRMAN OF THE SPECIAL GENERAL MEETING to act as my/our proxy to attend and vote for me/us at the special general meeting of the Company to be held at Falcon Room II, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Friday, 14 September 2007 at 2:30 p.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.

		Ordinary Resolutions		For4	Against4	Against4	Against4
	1.	To approve the Xenium Licence Agreement and the related proposed
		annual caps
	2.	To approve the Comprehensive Services Agreements and the related
		proposed annual caps
	3.	To approve the revision of annual caps for certain	continuing
		connected transactions contemplated under the Business Services
		Agreement

Dated day of , 2007. Shareholder’s signature[5]

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 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 SPECIAL GENERAL MEETING WILL, SUBJECT TO THE LIMITATIONS AS HEREINAFTER MENTIONED, ACT AS YOUR PROXY .

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 returned is 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 abstain on any amendment to the proposed resolutions put to the special 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 any shares, this form of proxy may be signed by any one of such joint holders. But if more than one of such joint holders is present at the special 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, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the special 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 special 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 special general meeting if you so wish. In such event, this form of proxy will be deemed to have been revoked.

• For identification purpose only