Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2015

Oct 26, 2015

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 19 November 2015 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT the equity transfer agreement dated 26 June 2015 and entered into between CEC Huada Electronic Design Co., Ltd（北京中電華大電子設計有限責任公司） (“Huada Electronics”), as purchaser and Huada Semiconductor Co., Ltd（華大半導體 有限公司）as vendor (the “Huada Semiconductor Agreement”, details of which are set out in the circular of the Company dated 27 October 2015), in respect of the sale and purchase of the 73.43% equity interest in Shanghai Huahong Integrated Circuit Co., Ltd

（上海華虹集成電路有限責任公司）(“Huahong”), at a consideration of RMB550.7 million, be and is hereby approved, and any one director of the Company and/or Huada Electronics be and is hereby authorised to do all such acts and things and execute all such documents for and on behalf of the Company and/or Huada Electronics which he considers necessary or expedient to give effect to the Huada Semiconductor Agreement and the transactions contemplated thereunder.”

• For identification purpose only

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1. “ THAT the equity transfer agreement dated 26 June 2015 and entered into between Huada Electronics, as purchaser and the individual vendor(s), who are the director and/ or employees of Huahong, as vendor (the “Individual Vendor Agreement(s)”, details of which are set out in the circular of the Company dated 27 October 2015), in respect of the sale and purchase of an aggregate of 9.95% equity interest in Huahong, at a consideration of RMB74.6 million, be and is hereby approved, and any one director of the Company and/or Huada Electronics be and is hereby authorised to do all such acts and things and execute all such documents for and on behalf of the Company and/ or Huada Electronics which he considers necessary or expedient to give effect to the Individual Vendor Agreement(s) and the transactions contemplated thereunder.”

2. “ THAT the equity transfer agreement dated 27 August 2015 and entered into between Huada Electronics, as purchaser and Shanghai Huahong (Group) Co., Ltd（上海華虹

（集團）有限公司）, as vendor (the “Supplemental Huahong Group Agreement”, details of which are set out in the circular of the Company dated 27 October 2015), in respect of the sale and purchase of the 7.62% equity interest in Huahong, at a consideration of RMB57.1 million, be and is hereby approved, and any one director of the Company and/or Huada Electronics be and is hereby authorised to do all such acts and things and execute all such documents for and on behalf of the Company and/or Huada Electronics which he considers necessary or expedient to give effect to the Supplemental Huahong Group Agreement and the transactions contemplated thereunder.”

1. “ THAT the equity transfer agreement dated 27 August 2015 and entered into between Huada Electronics, as purchaser and the individual vendor(s), who are the director and/ or employees of Huahong, as vendor (the “Remaining Shareholders Agreement(s)”, details of which are set out in the circular of the Company dated 27 October 2015), in respect of the sale and purchase of an aggregate of 4.64% equity interest in Huahong, at a consideration of RMB34.9 million, be and is hereby approved, and any one director of the Company and/or Huada Electronics be and is hereby authorised to do all such acts and things and execute all such documents for and on behalf of the Company and/ or Huada Electronics which he considers necessary or expedient to give effect to the Remaining Shareholders Agreement(s) and the transactions contemplated thereunder.”

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1. “ THAT the continuing connected transactions contemplated under the 2015-2018 business services agreement dated 26 June 2015 and entered into between China Electronics Corporation Limited（中國電子信息產業集團有限公司）and the Company (the “2015-2018 Business Services Agreement”), and the proposed caps of the transactions thereunder be and are hereby 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 for and on behalf of the Company which he considers necessary or expedient to give effect to the 2015-2018 Business Services Agreement and the continuing connected transactions contemplated thereunder.”

2. “ THAT the continuing connected transactions contemplated under the comprehensive financial services agreement dated 26 June 2015 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 “20152018 Financial Services Agreement”), and the proposed caps of the transactions thereunder be and are hereby 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 for and on behalf of the Company which he considers necessary or expedient to give effect to the 2015-2018 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, 27 October 2015

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 17 November 2015 to 19 November 2015, 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 16 November 2015.

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 Level 22, Hopewell Centre, 183 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. Dong Haoran, two Executive Directors, namely Mr. Liu Hongzhou (Vice Chairman) and Mr. Xie Qinghua (Managing Director), and three Independent Non-executive Directors, namely Mr. Chan Kay Cheung, Mr. Qiu Hongsheng and Mr. Chow Chan Lum.

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