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

Oct 26, 2015

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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)

Form of proxy for use at the special general meeting (the “Meeting”) of China Electronics Corporation Holdings Company Limited to 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. and at any adjournment thereof.

I/We[1]

of

being the registered holder(s) of[2]

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

Electronics Corporation Holdings Company Limited (the “Company”) HEREBY APPOINT[3] of

or failing him, the CHAIRMAN OF THE MEETING to act as my/our proxy to attend and vote for me/us at the Meeting of the Company to 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. 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	ORDINARY RESOLUTIONS	For4	Against4
1.	To approve the Huada Semiconductor Agreement and the transactions contemplatedthereunder.
2.	To approve the Individual Vendor Agreement(s) and the transactions contemplatedthereunder.
3.	To approve the Supplemental Huahong Group Agreement and the transactionscontemplated thereunder.
4.	To approve the Remaining Shareholders Agreement(s) and the transactionscontemplated thereunder.
5.	To approve the 2015-2018 Business Services Agreement and the related proposedcaps.
6.	To approve the 2015-2018 Financial Services Agreement and the related proposedcaps.

Dated:

day of , 2015. 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 be entitled to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the proposed resolutions put to the Meeting.

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 registered holders of any shares, this form of proxy may be signed by any one of such joint holders. 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.

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 Level 22, Hopewell Centre, 183 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