Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2009

Feb 3, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CHINA ELECTRONICS CORPORATION HOLDINGS COMPANY LIMITED

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

(Stock Code: 00085)

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 Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 26 February 2009 at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the factoring agreement (the “ Factoring Agreement ”) proposed to be entered into between (China Electronics Corporation Finance Co., Ltd.) (“ CEC Finance ”) as lender and (Shenzhen Sang Fei Consumer Communications Company Limited) (“ Sang Fei ”) as borrower, a copy of the latest draft of which has been initialled by the chairman of this meeting and for the purpose of identification marked “A”, pursuant to which CEC Finance will make available to Sang Fei a one-year revolving factoring facility of up to RMB60 million, 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 all 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 Factoring Agreement and the transactions contemplated thereunder.”

2. “ THAT the loan agreement (the “ Loan Agreement ”) proposed to be entered into between the Company as lender and Sang Fei as borrower pursuant to which the Company will make available a term loan facility of HK$46 million to Sang Fei, together with the pledge (the “ Pledge ”) proposed to be entered into between the Company as chargee and Sang Fei as chargor as a security document for the Loan Agreement, copies of the latest draft of which have been initialled by the chairman of this meeting and for the purpose of identification marked “B” and “C”, be and are hereby generally and unconditionally approved and the directors of the Company be and are hereby authorised to execute the Loan Agreement and the Pledge for and on behalf of the Company and to do all such further acts and things and execute all 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 Loan Agreement and the Pledge and the transactions contemplated thereunder.”

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1. “ THAT the continuing connected transactions contemplated under the three tenancy agreements (the “ 2009 Tenancy Agreements ”) each dated 16 January 2009 and entered into between (Shenzhen SED Industry Co., Ltd.) (“ Sang Da ”) as landlord and Sang Fei as tenant pursuant to which Sang Fei agreed to lease from Sang Da certain factory premises and staff quarters situated at Shenzhen Hi-Tech Industrial Park, Nanshan District, Shenzhen, PRC, copies of which have been initialled by the chairman of this meeting and for the purpose of identification marked “D”, “E” and “F”, and the proposed annual caps be and are 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 all 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 2009 Tenancy Agreements and the continuing connected transactions contemplated thereunder.”

By Order of the Board China Electronics Corporation Holdings Company Limited Ng Kui Kwan, Victor Company Secretary

Hong Kong, 4 February 2009

Registered office: Principal place of business in Hong Kong: Clarendon House Room 3503, 35th Floor 2 Church Street China Resources Building Hamilton, HM 11 26 Harbour Road Bermuda 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, the 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, 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 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 any 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 resolutions will be taken by poll.

As at the date of this announcement, the Board comprises two Non-executive Directors, namely Xiong Qunli (Chairman) and Tong Baoan (Vice Chairman), two Executive Directors, namely Fan Qingwu (Managing Director) and Hua Longxing, and three Independent Non-executive Directors, namely Chan Kay Cheung, Wong Po Yan and Yin Yongli.

* For identification purpose only

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