Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2010

Aug 6, 2010

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.

==> picture [86 x 32] intentionally omitted <==

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: 00085)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of the shareholders of China Electronics Corporation Holdings Company Limited (the “ Company ”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 10 September 2010 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 continuing connected transactions contemplated under the 2010-2013 business services agreement (the “ 2010-2013 Business Services Agreement ”) dated 19 July 2010 and entered into between the Company and 中國電子信息產業集團有 限公司 (China Electronics Corporation Limited), a copy of which has been initialled by the chairman of the Meeting and for the purpose of identification marked “A”, and the proposed caps be and are hereby generally and unconditionally approved and any one director of the Company be and is hereby authorised to do all such further acts and things and execute all such further documents and take all such steps which he considers necessary, desirable or expedient to implement and/or give effect to the terms of the 2010-2013 Business Services Agreement and the continuing connected transactions contemplated thereunder.”

2. “ THAT the continuing connected transactions contemplated under the comprehensive financial services agreement (the “ Financial Services Agreement ”) dated 19 July 2010 and entered into between the Company and 中國電子財務有限 責任公司 (China Electronics Corporation Finance Co., Ltd.), a copy of which has been initialled by the chairman of the Meeting and for the purpose of identification marked “B”, and the proposed caps be and are hereby generally and unconditionally approved and any one director of the Company be and is hereby authorised to do all

* For identification purpose only

– 1 –

such further acts and things and execute all such further documents and take all such steps which he considers necessary, desirable or expedient to implement and/or give effect to the terms of the Financial Services Agreement and the continuing connected transactions contemplated thereunder.”

1. “ THAT Mr. Zhao Guiwu be re-elected as a Director of the Company.”

2. “ THAT Mr. Liu Jinping be re-elected as a Director of the Company.”

By order of the Board of China Electronics Corporation Holdings Company Limited Ng Kui Kwan Company Secretary

Hong Kong, 9 August 2010

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 registrar and transfer office 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 and voting in person at the Meeting or any adjournment thereof should he so wish.

3. In the case of joint registered holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was 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 the joint holding 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 Mr. Xiong Qunli (Chairman) and Mr. Zhao Guiwu (Vice Chairman), two Executive Directors, namely Mr. Fan Qingwu (Managing Director) and Mr. Liu Jinping, and three Independent Non-executive Directors, namely Mr. Chan Kay Cheung, Mr. Wong Po Yan and Mr. Yin Yongli.

– 2 –