WEIli Holdings Limited — Proxy Solicitation & Information Statement 2004

Aug 5, 2004

DAIWA ASSOCIATE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 1037)

Form of proxy for the SGM (or at any adjournment thereof)

I/We [2]

of

being the registered holder(s) of [3]

Share(s) of HK$0.1 each in the capital of the

Company, HEREBY APPOINT the chairman of the SGM or [4]

of

as my/our proxy to attend and act for me/us and on my/our behalf at the SGM (or at any adjournment thereof) of the Company, to be held at 10:30 a.m. on Monday, 30 August 2004 at Garden Room A-B, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong for the purposes of considering and, if though fit, passing the resolutions set out in the notice convening the SGM and at the SGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the SGM in such matter as he/she thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

		RESOLUTIONS	For5	Against5
(1)	Ordinary Resolution No.	1
(2)	Ordinary Resolution No.	2
(3)	Ordinary Resolution No.	3
(4)	Special Resolution No. 4

Signature: [7]

Date:

Notes:

1. Unless otherwise defined, term used herein shall have the same meanings as defined in the circular of the Company dated 5 August 2004 (the “Circular”) which this form is enclosed to.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The name of all joint registered holders should be stated. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

3. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

4. If any proxy other than the chairman of the SGM is preferred, strike out “the chairman of the SGM or” and insert SGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If no indication is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the SGM other than that referred to in the notice convening the SGM. The vote is taken to be on a poll.

6. In order to be valid, this form of proxy must be deposited, together with the power of attorney or other authority, if any, under which it is signed or notarially certified copy thereof, at the branch share registrar of the Company in Hong Kong, Abacus Share Registrars Limited, G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM (or at any adjournment thereof).

7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

8. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by order in which the names stand in the Register of Members of the Company in respect of the relevant joint holding.