09:13     CHINA ELECTRON<02978> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims 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                    
    (Incorporated in the Cayman Islands and continued in Bermuda with         
    limited liability)                                                        
    (Stock Code: 0085)                                                        
                                                                              
    RESULTS OF THE SPECIAL GENERAL MEETING                                    
    HELD ON 17 MAY 2005                                                       
                                                                              
    The Board is pleased to announce that at the SGM held on 17 May 2005,     
    the ordinary resolution approving the Equity Transfer Agreement in        
    relation to the acquisition of a 48% equity interest in CEC Wireless R&D  
    Ltd. was duly passed by the Independent Shareholders by way of poll. At   
    the SGM, the Shareholders also passed the resolutions approving the       
    Capital Reorganisation by show of hands.                                  
                                                                              
    Reference is made to the announcement dated 4 April 2005 and the          
    circular (the "Circular") dated 25 April 2005 of the Company regarding,   
    among other things, the Acquisition and the Capital Reorganisation.       
    Capitalised terms used in this announcement shall have the same meanings  
    as those defined in the Circular unless otherwise stated.                 
                                                                              
    RESULTS OF THE SGM                                                        
    As set out in the notice convening the SGM dated 25 April 2005, ordinary  
    resolution approving the Equity Transfer Agreement in relation to the     
    acquisition of a 48% equity interest in CEC Wireless R&D Ltd. was         
    proposed at the SGM.                                                      
                                                                              
    The resolution was voted by way of poll. The Company's branch share       
    registrar in Hong Kong, Abacus Share Registrars Limited, was appointed    
    as scrutineer for the vote-taking of such resolution at the SGM.          
                                                                              
    It was stated in the Circular that CEC, the ultimate controlling          
    shareholder of the Company, and its associates would have to abstain      
    from voting on the resolution approving the Acquisition at the SGM. As    
    at the date of the SGM, CEC and its associates were interested in         
    6,500,000,000 Shares, representing approximately 74.98% of the issued     
    share capital of the Company as at the date of the SGM, and have          
    abstained from voting on the resolution approving the Acquisition.        
                                                                              
    As at the date of the SGM, there were a total number of 8,668,480,000     
    Shares in issue. Independent Shareholders holding 2,168,480,000 Shares    
    were entitled to attend and vote for or against the resolution approving  
    the Acquisition at the SGM. There are no Shares entitling the             
    Shareholders to attend and vote only against the resolution approving     
    the Acquisition.                                                          
                                                                              
    The poll result of the ordinary resolution approving the Acquisition is   
    as follows:                                                               
                                                                              
            Number of Shares (%)                                              
    Resolution        For                Against                              
                                                                              
    To approve the Equity Transfer Agreement        731,774,870               
    14,000                                                                    
            (99.99%        )        (0.01%        )                           
                                                                              
    Accordingly, the ordinary resolution approving the Acquisition was duly   
    passed by way of poll at the SGM. Subject to the fulfilment or (as the    
    case may be) waiver of the conditions precedent to the Acquisition,       
    completion of the Acquisition is expected to take place in late May to    
    early June 2005.                                                          
                                                                              
    At the SGM, the resolutions approving the Capital Reorganisation were     
    passed by the Shareholders by show of hands. All the conditions           
    precedent to the Capital Reorganisation were fulfilled and the Capital    
    Reorganisation became effective from 4:00 p.m. on 17 May 2005.            
                                                                              
    CAPITAL REORGANISATION AND CHANGE OF BOARD LOT SIZE                       
    With effect from 18 May 2005, the New Shares will be traded in board      
    lots of 2,000 New Shares each. Details in relation to odd lots            
    arrangements, free exchange of new share certificates and trading         
    arrangements for the New Shares are set out in the respective paragraphs  
    headed "Odd lots arrangements", "Free exchange of new share               
    certificates" and "Parallel trading arrangements" in the section headed   
    "Letter from the Board" and in the section headed "Expected Timetable"    
    in the Circular.