Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2013

May 27, 2013

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.

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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 China Electronics Corporation Holdings Company Limited (the “Company”) will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 20 June 2013 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions:

SPECIAL RESOLUTION

1. “ THAT , conditional upon the compliance by the Company with the relevant legal procedures and requirements under the Companies Act 1981 of Bermuda (as amended) and the bye-laws of the Company (the “Bye-laws”) to effect the Reduction of Share Premium (as defined below), with effect from the business day (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) immediately after the passing of this resolution by the shareholders of the Company:

2. (a) the share premium account of the Company be reduced from HK$872,255,000 to HK$272,255,000 by the amount of HK$600,000,000 (the “Reduction of Share Premium”);

• For identification purpose only

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• (b) upon the Reduction of Share Premium becoming effective, the directors of the Company be and are hereby authorised to transfer the credit arising from the Reduction of Share Premium to the contributed surplus account of the Company (the “Contributed Surplus Account”);

• (c) the directors of the Company be and are hereby authorised to use the amount then standing to the credit of the Contributed Surplus Account in any manner as may be permitted by all applicable laws and the Bye-laws including, without limitation, (i) eliminating the accumulated losses of the Company as at 31 December 2012; (ii) eliminating other accumulated losses of the Company as may arise from time to time; and/or (iii) paying dividend or making any other distribution out of the Contributed Surplus Account from time to time without further authorisation from the shareholders of the Company and all such actions in relation thereto be approved, ratified and confirmed; and

• (d) any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents on behalf of the Company which he considers necessary or expedient to give effect to the Reduction of Share Premium.”

ORDINARY RESOLUTIONS

1. “ THAT , conditional upon the Reduction of Share Premium (as defined in the special resolution above) becoming effective, the payment of a special dividend from the Contributed Surplus Account (as defined in the special resolution above) of HK$0.03 per share to shareholders of the Company as recorded on the register of members of the Company on 2 October 2013 be and is hereby approved.”

2. “ THAT the continuing connected transactions contemplated under the 2013-2016 business services agreement dated 7 May 2013 and entered into between the Company and China Electronics Corporation Limited（中國電子信息產業集團有限公司）(the “2013-2016 Business Services Agreement”) and the proposed caps for the transactions thereunder be and are hereby generally and unconditionally approved and any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents on behalf of the Company which he considers necessary or expedient to give effect to the 2013-2016 Business Services Agreement and the continuing connected transactions contemplated thereunder.”

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1. “ THAT the continuing connected transactions contemplated under the 2013-2016 comprehensive financial services agreement dated 7 May 2013 and entered into between the Company and China Electronics Financial Co., Ltd（中國電子財務有限責任公 司）(the “2013-2016 Financial Services Agreement”) and the proposed caps for the transactions thereunder be and are hereby generally and unconditionally approved and any one director of the Company be and is hereby authorised to do all such acts and things and execute all such documents on behalf of the Company which he considers necessary or expedient to give effect to the terms of the 2013-2016 Financial Services Agreement and the continuing connected transactions contemplated thereunder.”

By Order of the Board

China Electronics Corporation Holdings Company Limited Ng Kui Kwan Company Secretary

Hong Kong, 28 May 2013

Registered office: Principal place of business Clarendon House in Hong Kong: 2 Church Street Room 3403, 34th Floor Hamilton HM 11 China Resources Building Bermuda 26 Harbour Road Wanchai Hong Kong

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Notes:

1. The register of members of the Company will be closed from Tuesday, 18 June 2013 to Thursday, 20 June 2013, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be entitled to attend and vote at the Meeting, all share certificates with completed transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 17 June 2013.

2. 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.

3. 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 and transfer office in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later 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.

4. 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.

As at the date of this announcement, the Board comprises two Non-executive Directors, namely Mr. Rui Xiaowu (Chairman) and Mr. Zhao Guiwu (Vice Chairman), two Executive Directors, namely Mr. Xie Qinghua (Managing Director) and Mr. Liu Jinping, and three Independent Non-executive Directors, namely Mr. Chan Kay Cheung, Mr. Qiu Hongsheng and Mr. Yin Yongli.

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