Asia Financial Holdings Ltd. — Proxy Solicitation & Information Statement 2012

Mar 27, 2012

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(Stock Code: 662)

PROXY FORM (ANNUAL GENERAL MEETING – 3RD MAY 2012)

I/We [(note 1)]

of

being the registered holder(s) of [(note 2)]

shares of

HK$1.00 each in the share capital of Asia Financial Holdings Limited (“Company”), HEREBY APPOINT [(note 3)] the Chairman of the Meeting or [(note 4)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (“Meeting”) of the Company to be held at 16th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong on Thursday, 3rd May 2012 at 11:30 a.m. and at any adjournment thereof in respect of the resolutions set out in the Notice of the Meeting as indicated below.

	(StockPROX(ANNUAL GENERAL Mote 1)	Code: 662)Y FORMEETING – 3RD	MAY 2012)	MAY 2012)	MAY 2012)	shares of_note 3)_the Chairman ”) of the Company2012 at 11:30 a.m.ted below.AGAINST (note 5)
	e registered holder(s) of_(note 2)_0 each in the share capital of Asia Financial Holdingseeting or (note 4)
		Limited (“Company”),	HEREBY APPOINT (
	ur proxy to attend and vote for me/us and on my/our bld at 16th Floor, Worldwide House, 19 Des Voeux Rony adjournment thereof in respect of the resolutions	ehalf at the Annual Genad Central, Hong Kongset out in the Notice o	eral Meeting (“Meetingon Thursday, 3rd Mayf the Meeting as indica
	RESOLUTIONS			FOR (note 5)		AGAINST (note 5)
1.	To receive and consider the audited Financial Statements and the Reports ofthe Directors and the Auditors for theyear ended 31st December 2011.
2.	To declare a final dividend of HK2.0 centsper share.
3.	(a)To re-elect Dr. Robin Yau HingChan as Director.
	(b)To re-elect Mr. WongKok Ho as Director.
	(c)To re-elect Mr. Lau Ki Chit as Director.
	(d)To re-elect Mr. Choedchu Sophonpanich as Director.
	(e)To re-elect Mr. Mamoru Miyazaki as Director.
	(f)To re-elect Mr. Kenneth Chi Lam Siao as Director.
	(g)To re-elect Mr. PhilipYu HongWongas Director.
4.	To fix Directors’ fees (Chairman: HK$70,000; each Director: HK$50,000)and Board Committees’ fees (Committee Chairman: HK$30,000; Committeemember: HK$20,000)for theyear ending31st December 2012.
5.	To re-appoint Ernst & Young as Auditors of the Company and authorise theBoard of Directors to fix their remuneration.
6(A).	To grant a general mandate to the Directors to repurchase shares of the Companynot exceeding10% of its issued share capital.
6(B).	To grant a general mandate to the Directors to allot, issue and deal with additionalshares of the Companynot exceeding20% of its issued share capital.
6(C).	To extend the general mandate granted under Resolution 6(B) by adding theretothe shares repurchased bythe Company pursuant to Resolution 6(A).

Dated this day of 2012 Signature [(note 8)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . Only one of joint holders needs to sign (but see note 7 below).

2. Please insert the number of shares of the Company to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

3. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as proxy to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you. A member may appoint a proxy in respect of part only of his/her shareholding in the Company.

4. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting or” herein inserted and put the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK ( 3 ) THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK ( 3 ) THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to cast his/her votes at his/her discretion.

6. To be valid, this proxy form, together with any power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the principal place of business of the Company at 16th Floor, Worldwide House, 19 Des Voeux Road Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

7. Where there are joint holders of any share of the Company, any one of such persons may vote at the Meeting either personally, or by proxy, in respect of such share of the Company as if he/she was solely entitled thereto, and 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 of the Company shall alone be entitled to vote. The completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting if you so wish, and the appointment of the proxy will be revoked if you vote in person at the Meeting.

8. This proxy form must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer, attorney or other person duly authorised.

* For identification purpose only