National Electronics : PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK SHARES AND TO ISSUE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in National Electronics Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

NATIONAL ELECTRONICS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 213)

PROPOSED GRANTING OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of National Electronics Holdings Limited to be held at Shop 202, Centricity, 2/F., Chater House, 8 Connaught Road Central, Hong Kong on Friday, 28 August 2020 at 10:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting of the Company is also enclosed. Such form of proxy is also published on the websites of Hong Kong Stock Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.irasia.com/listco/hk/national/).

Whether or not you are able to attend the Annual General Meeting of the Company, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. no later than 10:00 a.m. on Wednesday, 26 August 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 3 of this circular for measures being taken to prevent and control the spread of COVID-19 at the Annual General Meeting, including:

• compulsory body temperature checks
• compulsory wearing of surgical face masks
• appropriate social distancing
• no distribution of corporate gifts and takeaway food packs and no serving of drinks and refreshments

Any attendee who does not comply with the precautionary measures or is subject to the mandatory quarantine order imposed by the Government of Hong Kong may be denied entry into the meeting venue. The Company strongly recommends the shareholders to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

28 July 2020

		CONTENTS
			Page
Definitions . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Precautionary measures for the Annual General Meeting . . . . . . . . . . . . . . . . . .	3
Letter from the Board
Introduction	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed granting of general mandates to buy back and issue shares . . . . . . . .	5
Proposed re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory statement on the Buy-back Mandate . . . . . .	8
Appendix II	-	Details of the retiring Directors proposed to be
		re-elected at the Annual General Meeting . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

In this circular, unless the content otherwise requires, the following expressions have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	Shop 202, Centricity, 2/F., Chater House, 8 Connaught
	Road Central, Hong Kong on Friday, 28 August 2020 at
	10:00 a.m.;
"Associates"	the meaning ascribed thereto in the Listing Rules;
"Auditors"	at any time the auditors of the Company at that time;
"Board"	the board of Directors;
"Business Day"	any day (excluding a Saturday and Sunday) on which
	banks are generally open for business in Hong Kong;
"Buy-back Mandate"	a general mandate proposed to be granted to the Directors
	to buy back Shares on the Stock Exchange of not
	exceeding 10% of the total number of issued shares of the
	Company as at the date of passing of the proposed
	ordinary resolution contained in item 7 of the Notice of
	AGM;
"Bye-laws"	the bye-laws of the Company currently in force;
"close associates"	the meaning ascribed thereto in the Listing Rules;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of
	Hong Kong);
"Company"	National Electronics Holdings Limited, an exempted
	company incorporated in Bermuda with limited liability,
	the Shares of which are listed on the Main Board of the
	Stock Exchange;
"core connected person(s)"	the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

- 1 -

	DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;
"Invested Entity"	any entity in which the Group holds any equity interest;
"Issuance Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue or deal with additional Shares of not
	exceeding 20% of the total number of issued shares of the
	Company as at the date of passing of the proposed
	ordinary resolution contained in item 8 of the Notice of
	AGM;
"Latest Practicable Date"	17 July 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information contained herein;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Notice of AGM"	the notice convening the AGM set out on pages 15 to 19
	of this circular;
"Proposed Final Dividend"	Final dividend of 3.0 HK cents per share payable to the
	Shareholders whose names on the Register of Members
	of the Company on Friday, 4 September 2020 proposed
	by the Board and is subject to approval by the
	Shareholders in the AGM;
"Share(s)"	ordinary share(s) of HK$0.10 each in the capital of the
	Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	The Code on Takeovers and Mergers approved by the
	Securities and Futures Commission as amended from
	time to time; and
"%"	per cent.

- 2 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic, the Company will implement the following necessary precautionary measures at the AGM to protect the attending Shareholders and other attendees from the risk of infection:

1. Compulsory body temperature checks will be conducted for every attending Shareholder, proxy or other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37 degrees Celsius or has flu-like symptoms or is otherwise unwell or is subject to the mandatory quarantine order imposed by the Government of Hong Kong may be denied entry into or be required to leave the AGM venue;
2. All attendees must sanitise his/her hands before entering the AGM venue;
3. All attendees will be required to wear surgical face masks before they are permitted to enter the AGM venue and throughout the AGM. Please note that no surgical face masks will be provided at the AGM venue and all attendees should bring and wear their own surgical face masks;
4. As a precautionary safety measure, seating at the AGM will be arranged so as to maintain the social distancing between attendees. As a result, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding; and
5. There will be no corporate gifts or takeaway food packs distributed and no serving of drinks or refreshments at the AGM.

Any person who does not comply with the precautionary measures may be denied entry to or be required to leave the AGM venue. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. The Shareholders should check the Company's website (http://www.irasia.com/listco/hk/national/) or the Stock Exchange's website (http://www.hkexnews.hk) for any future announcement(s) or update(s) on the latest arrangements of the AGM.

The Company hereby reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to exercise their voting rights by appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The form of proxy is attached to this circular for the Shareholders. Alternatively, the form of proxy can be downloaded from the "Circular" section of the Company's website (http://www.irasia.com/listco/hk/national/circulars/index.htm) or Stock Exchange's website (http://www.hkexnews.hk). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 3 -

LETTER FROM THE BOARD

NATIONAL ELECTRONICS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 213)

Executive Directors:	Registered Office:
Jimmy Lee Yuen Ching (Chairman)	Ocorian Services (Bermuda) Limited
Loewe Lee Bon Chi (Managing Director)	Victoria Place, 5th Floor
James Lee Yuen Kui (Managing Director)	31 Victoria Street
Edward Lee Yuen Cheor	Hamilton HM10
Ricky Wai Kwong Yuen	Bermuda
Non-executive Director:	Principal place of business in Hong Kong:
Dorathy Lee Yuen Yu	Suite 3201, Gloucester Tower
	The Landmark
Independent Non-executive Directors:	11 Pedder Street
Dr. Samson Sun, M.B.E., J.P.	Central
William Chan Chak Cheung	Hong Kong
Chan Kwok Wai
	28 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO

BUY BACK SHARES AND TO ISSUE SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information of certain resolutions to be proposed at the AGM, inter alia, the proposed Buy-back Mandate and the proposed Issuance Mandate; the proposed re-election of retiring Directors; and to give you the Notice of AGM.

- 4 -

LETTER FROM THE BOARD

PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK AND ISSUE

SHARES

At the annual general meeting of the Company held on 26 August 2019, general mandates were granted to the Directors to buy back and issue Shares. Such mandates will lapse at the conclusion of the AGM. In order to give the Company the flexibility to buy back or issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates to the Directors:

1. to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of the issued Shares of the Company as at the date of passing the proposed ordinary resolution contained in item 7 of the Notice of AGM (i.e. a total of 99,371,096 Shares on the basis that no further Shares are issued or bought back before the AGM); and
2. to allot, issue and otherwise deal with additional Shares of not exceeding 20% of the total number of the issued Shares of the Company as at the date of passing the proposed ordinary resolution contained in item 8 of the Notice of AGM (i.e. a total of 198,742,192 Shares on the basis that no further Shares are issued or bought back before the AGM).

In addition, a separate ordinary resolution to extend the number of Shares which may be allotted, issued and dealt with under the Issuance Mandate by the number of Shares bought back by the Company pursuant to the Buy-back Mandate (if granted to the Directors at the AGM) will also be proposed at the AGM.

The Buy-back Mandate and the Issuance Mandate will continue in force during the period from the date of passing of the respective resolutions for the approval of the Buy-back Mandate and the Issuance Mandate until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 7 and 8 of the Notice of AGM.

An explanatory statement required by the Listing Rules to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buy-back Mandate is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 99 of the Bye-laws, the Directors retiring by rotation at the forthcoming AGM are Mr. Edward Lee Yuen Cheor and Mr. Chan Kwok Wai who, being eligible, will offer themselves for re-election at the AGM. The particulars of these retiring Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

- 5 -

LETTER FROM THE BOARD

Mr. Chan Kwok Wai who has served as an Independent Non-executive Director of the Company for more than 9 years, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. During his years of appointment, Mr. Chan Kwok Wai has demonstrated the attributes of an independent non-executive director by providing independent views and advice and there is no evidence that his tenure has had any impact on his independence. The Company considers Mr. Chan Kwok Wai meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

The Board is satisfied that Mr. Chan Kwok Wai has the required integrity, independence and experience to fulfill the role of an independent non-executive director, and therefore recommends the re-appointment and re-election of Mr. Chan Kwok Wai as an Independent Non-executive Director of the Company in the AGM.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The Notice of AGM is set out on pages 15 to 19 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all proposed resolutions in the Notice of AGM will be voted by way of poll. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.irasia.com/listco/hk/national/). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at the Company's Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on Wednesday, 26 August 2020) or the adjourned meeting (as the case maybe). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM, or any adjournment thereof, if you so wish. No Shareholder will be required to abstain from voting at the AGM.

You are advised to refer to precautionary measures for the AGM as set out on page 3 of the circular for the measures to be implemented by the Company at the AGM in light of the COVID-19 pandemic.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the granting of the Buy-back Mandate and the Issuance Mandate and the re-election of retiring Directors are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend all the Shareholders to vote in favour of the relevant proposed resolutions as set out in the Notice of AGM.

Yours faithfully,

For and on behalf of the Board

Jimmy Lee Yuen Ching

Chairman

- 7 -

APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

This appendix includes an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Buy-back Mandate.

1. LISTING RULES FOR BUY-BACK OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed buy-back of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought back must be fully paid up.

2. FUNDING OF BUY-BACK

Any buy-back will be made out of funds which are legally available for the purpose in accordance with the Memorandum of Association and Bye-laws of the Company and applicable laws of Bermuda and/or any other applicable laws, as the case may be.

As compared with the financial position of the Company as at 31 March 2020 (being the date to which the latest published audited financial statements of the Company have been made up), there might be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed buy-back were to be carried out in full during the proposed buy-back period.

However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 993,710,962 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to buy back and issue Shares and on the basis that no further Shares are issued or bought back between the Latest Practicable Date and the AGM, the Company would be allowed under the buy-back proposal to buy back a maximum of 99,371,096 Shares (representing 10% of the total issued share capital of the Company) during the period from the date of the AGM up to:-

1. the conclusion of next annual general meeting of the Company; or
2. • 8 -

APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

1. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or
2. the revocation, variation or renewal of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

4. REASONS FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market as this will give the Company greater flexibility. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and/or any other applicable laws and in accordance with the Memorandum of Association and Bye-laws of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If, on the exercise of the power to a buy-back of Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Jimmy Lee Yuen Ching and Mr. Loewe Lee Bon Chi, in aggregate, were interested in 591,234,894 Shares, of which 516,514,894 Shares are part of the property of two discretionary trusts of which Mr. Jimmy Lee Yuen Ching and his family members and Mr. Loewe Lee Bon Chi's family members are named beneficiaries; 20,000,000 Shares and 33,000,000 Shares were held by Mr. Jimmy Lee Yuen Ching's family member and Mr. Loewe Lee Bon Chi's family member respectively; and 21,720,000 Shares were held by Mr. Loewe Lee Bon Chi, which in aggregate representing approximately 59.50% of the issued share capital of the Company. In the event the Buy-back Mandate is exercised in full, their interest will be increased to approximately 66.11% of the issued share capital of the Company assuming no further change

- 9 -

APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

in number of Shares so held. The Directors do not expect the increase in shareholding resulting from the exercise of the Buy-back Mandate in full will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the existing public float of the Company was approximately 35.76%. In the event the Buy-back Mandate is exercised in full, the public float of the Company would become approximately 28.62%. The Board will endeavour to ensure that the exercise of the Buy-back Mandate will not result in the number of shares held by the public fall below 25% of the total number of issued Shares, being the minimum public float requirement under the Listing Rules.

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Buy-back Mandate is approved by the Shareholders, to sell Shares to the Company. No connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make buy-back of Shares.

8. SHARE BUY-BACK MADE BY THE COMPANY

The Company has purchased 15,364,000 Shares on the Stock Exchange for a total consideration of HK$16,370,740 during the six months preceding the Latest Practicable Date. Details of the repurchases are disclosed as follows:

	No. of	Total	Price Per Share
Date of Buy-back	Shares	Consideration	Highest	Lowest
		HK$	HK$	HK$
January 2020
2	140,000	156,800	1.12	1.12
31	70,000	76,300	1.09	1.09
February 2020
3	550,000	599,500	1.09	1.09
4	50,000	54,500	1.09	1.09
6	50,000	54,500	1.09	1.09
7	46,000	50,140	1.09	1.09
12	100,000	109,000	1.09	1.09
24	10,000	10,900	1.09	1.09
28	300,000	327,000	1.09	1.09

- 10 -

APPENDIX I	EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE
		No. of		Total	Price Per Share
Date of Buy-back		Shares	Consideration	Highest	Lowest
					HK$	HK$	HK$
March 2020
2	4,000		4,360		1.09	1.09
5	100,000		109,000		1.09	1.09
9	1,846,000		2,012,140		1.09	1.09
10	760,000		828,400		1.09	1.09
11	100,000		109,000		1.09	1.09
12	2,314,000		2,522,260		1.09	1.09
17	1,800,000		1,890,000		1.05	1.05
18	100,000		103,000		1.03	1.03
19	600,000		605,000		1.02	0.99
23	100,000		99,000		0.99	0.99
May 2020
18	46,000		48,760		1.06	1.06
21	60,000		63,600		1.06	1.06
22	2,386,000		2,552,300		1.07	1.06
June 2020
26	952,000		990,080		1.04	1.04
29	504,000		524,160		1.04	1.04
30	100,000		104,000		1.04	1.04
July 2020
2	50,000		52,000		1.04	1.04
3	44,000		45,760		1.04	1.04
9	50,000		52,000		1.04	1.04
14	350,000		364,000		1.04	1.04
15	14,000		14,560		1.04	1.04
16	1,700,000		1,768,000		1.04	1.04
17	68,000		70,720		1.04	1.04
	15,364,000		16,370,740

- 11 -

APPENDIX I

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

9. SHARE PRICE

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the twelve months immediately prior to the Latest Practicable Date were as follows:

	Share Price
	Highest	Lowest
	HK$	HK$
July 2019	1.26	1.20
August 2019	1.26	1.17
September 2019	1.23	1.16
October 2019	1.21	1.12
November 2019	1.20	1.10
December 2019	1.15	1.11
January 2020	1.18	1.08
February 2020	1.15	1.08
March 2020	1.12	0.99
April 2020	1.09	1.04
May 2020	1.09	1.03
June 2020	1.14	1.00
July 2020 (up to and including the Latest
Practicable Date)	1.06	1.03

- 12 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are the details (as required by the Listing Rules) of the Directors, who will retire and, being eligible, offer themselves for re-election at the AGM.

MR. EDWARD LEE YUEN CHEOR

Mr. Edward Lee Yuen Cheor ("Mr. Edward Lee"), aged 62, joined the Group in 1981 and is an Executive Director. He is currently responsible for the supervision of the properties development in Hong Kong.

There is no service contract between the Company and Mr. Edward Lee. He is currently entitled to receive a director's fee of HK$50,000 per annum, a monthly salary of HK$102,800 and a discretionary bonus. His remuneration is subject to annual review by the Board and is determined with reference to his duties and responsibility with the Company as well as the prevailing market conditions.

Mr. Edward Lee is the brother of Mr. James Lee Yuen Kui, the Managing Director of the Company, and Ms. Dorathy Lee Yuen Yu, who is a Non-executive Director of the Company. He is also a cousin of Mr. Jimmy Lee Yuen Ching, who is the Chairman of the Company and an uncle of Mr. Loewe Lee Bon Chi, who is the Managing Director of the Company. As at the Latest Practicable Date, he has no interest in the Shares of the Company.

During the three years preceding the Latest Practicable Date, Mr. Edward Lee did not hold any directorship in other listed companies. There is no information relating to Mr. Edward Lee that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules, and save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with the re-election of Mr. Edward Lee as Executive Director of the Company.

MR. CHAN KWOK WAI

Mr. Chan Kwok Wai ("Mr. Chan"), aged 61, has been an Independent Non-executive Director of the Company since April 2005. Mr. Chan is a member of the Hong Kong Securities Institute and a member of CPA Australia. Mr. Chan is currently a director of High Progress Consultants Limited. He is also an independent non-executive director of China Investments Holdings Limited, Tern Properties Company Limited, Chinese Estates Holdings Limited and Far East Consortium International Limited, the shares of all of which are listed on The Stock Exchange of Hong Kong Limited. Save as aforesaid, Mr. Chan did not hold any directorship in other listed companies during the three years preceding the Latest Practicable Date.

There is no service contract between the Company and Mr. Chan. He is currently entitled to receive a director's fee of HK$396,000 per annum which is subject to annual review by the Board and is determined with reference to his duties and responsibility with the Company as well as the prevailing market conditions. Mr. Chan is not entitled to receive any bonus.

- 13 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Chan does not have any relationship with any other Director, senior management, substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, he has no interest in the Shares of the Company.

There is no information relating to Mr. Chan that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules, and save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company in connection with the re-election of Mr. Chan as an Independent Non-executive Director of the Company.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

NATIONAL ELECTRONICS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 213)

NOTICE IS HEREBY GIVEN THAT the annual general meeting ("AGM") of National Electronics Holdings Limited (the "Company") will be held at Shop 202, Centricity, 2/F., Chater House, 8 Connaught Road Central, Hong Kong on Friday, 28 August 2020 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and reports of the directors and auditors of the Company for the year ended 31 March 2020;
2. To consider and, if thought fit, approve the payment of a final dividend recommended by the board of directors for the year ended 31 March 2020;
3. To consider and, if thought fit, approve the re-election of Mr. Edward Lee Yuen Cheor as an Executive Director of the Company;
4. To consider and, if thought fit, approve the re-election of Mr. Chan Kwok Wai as an Independent Non-executive Director of the Company;
5. To determine the directors' remuneration for their services in an aggregate sum of not exceeding HK$2,500,000; and
6. To consider and, if thought fit, approve re-appointment of HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorise the board of directors to fix their remuneration.

As special business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

7. "THAT

1. subject to paragraph (c) below, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to buy back its shares at a price determined by the Directors;
2. the aggregate number of shares of the Company bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of issued shares of the Company in issue at the date of passing of this resolution; and
3. for the purpose of this resolution,
   "Relevant Period" means the period from the time of passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held."

8. "THAT

1. subject to paragraph (c) below and subject to the consent of the Bermuda Monetary Authority, where applicable, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;
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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and
2. 1. above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities which may be issued by the Company carrying a right to subscribe for or purchase shares of the Company; or (iii) the exercise of any option granted under any share option scheme adopted by the Company; or (iv) an issue of shares in lieu of the whole or part of a dividend on shares pursuant to any scrip dividend or other similar scheme implemented in accordance with the Bye-laws of the Company, shall not exceed 20% of the aggregate number of issued shares of the Company in issue at the date of passing of this resolution; and
3. for the purpose of this resolution,
   "Relevant Period" means the period from the time of passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or

1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or
2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange)."

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NOTICE OF ANNUAL GENERAL MEETING

9. "THAT conditional upon the passing of the ordinary resolutions numbered nos. 7 and 8 in the notice convening this annual general meeting of the Company, the aggregate number of shares of the Company which are bought back by the Company pursuant to and in accordance with the said ordinary resolution no. 7 shall be added to the aggregate number of shares of the Company that may be allotted and agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to and in accordance with ordinary resolution no. 8 as set out in the notice of the annual general meeting of the Company provided that such number of shares shall not exceed 10% of the aggregate number of shares of the Company on the date of the passing of this resolution."

By Order of the Board

Andy Wong Kam Kee

Company Secretary

Hong Kong, 28 July 2020

Executive Directors:

Jimmy Lee Yuen Ching

Loewe Lee Bon Chi

James Lee Yuen Kui

Edward Lee Yuen Cheor

Ricky Wai Kwong Yuen

Non-executive Director:

Dorathy Lee Yuen Yu

Independent Non-executive Directors:

Dr. Samson Sun, M.B.E., J.P.

William Chan Chak Cheung

Chan Kwok Wai

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The Register of Members of the Company will be closed from Friday, 21 August 2020 to Friday, 28 August 2020 (both days inclusive) and from Thursday, 3 September 2020 to Friday, 4 September 2020 (both days inclusive) respectively, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 20 August 2020. In order to qualify for the Proposed Final Dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 2 September 2020. Dividends are expected to be paid on or about Friday, 18 September 2020.
2. Any member of the Company entitled to attend and vote at the above meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
4. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company's Share Registrar and Transfer Office in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the meeting (i.e. no later than 10:00 a.m. on Wednesday, 26 August 2020) or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting.
5. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.
6. Any corporation which is a member of the Company may, by resolutions of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.
7. If a tropical cyclone warning signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 8:00 a.m. on the date of the AGM, the AGM will be postponed. Shareholders are suggested to visit the Company's website (http://www.irasia.com/listco/hk/national/) or the Stock Exchange's website (http://www.hkexnews.hk) for details of alternative meeting arrangements.
   The AGM will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations and if they do so, they are advised to exercise care and caution.
8. The following precautionary measures will be taken by the Company for the AGM to prevent the spread of the COVID-19 epidemic: (i) compulsory body temperature checks; (ii) compulsory wearing of surgical face masks; (iii) appropriate social distancing; and (iv) no distribution of corporate gifts and takeaway food packs, and no serving of drinks and refreshments. Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. Shareholders are encouraged to appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.
9. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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