WEIli Holdings Limited — Proxy Solicitation & Information Statement 2015

Sep 30, 2015

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

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(incorporated in Bermuda with limited liability)

(Stock code: 1037)

notice of the Special general meeting

notice iS hereBY giVen that the special general meeting (the “ meeting ”) of Daiwa Associate Holdings Limited (the “ company ”) will be held at 11th Floor, Block G, East Sun Industrial Centre, 16 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong on Monday, 19 October 2015 at 3:00 p.m., for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ordinarY reSolutionS

1. “ that

2. (A) subject to each of the other resolutions set out in this notice being passed, the conditional sale and purchase agreement dated 29 April 2015 (the “ disposal agreement ”, a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purposes of identification as supplemented by the supplemental agreement dated 27 July 2015 (the “ Supplemental agreement ”), a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purposes of identification), entered into between the Company as vendor and Champion Success Holdings Limited as purchaser for the sale and purchase of the entire issued share capital in Daiwa BVI Limited for the cash consideration of HK$95 million (subject to the adjustment on a dollar-for-dollar basis for the net asset value of Daiwa BVI Limited as at 31 August 2015 as shown in the written certificate to be issued by a qualified accountant to be jointly appointed by the Company and Champion Success Holdings Limited), and the special deal contemplated thereunder be approved, confirmed and ratified, as the case may be.

3. For identification purpose only

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• (B) any one or more of the directors (the “ directors ”) of the Company be authorised, for and on behalf of the Company and any member of its subsidiaries, to take all steps necessary or expedient in his/her/their opinion to approve and implement and/or give effect to the Disposal Agreement and the Supplemental Agreement and the transactions contemplated thereunder, including, among other things, to sign and deliver for and on behalf of the Company or its relevant subsidiary any and all documents necessary or desirable for giving effect to such agreements, or making non-material amendments thereto but including the authority to waive any conditions (save where they are stated not capable of being waived) and the authority to amend the time by which completions of such agreements are to take place.”

2. “ that

• (A) subject to each of the other resolutions set out in this notice being passed, the conditional subscription agreement dated 29 April 2015 (the “ asia-io acquisition fund Subscription agreement ”, a copy of which has been produced to the Meeting marked “C” and signed by the chairman of the Meeting for the purposes of identification), entered into between the Company as issuer and Asia-IO Acquisition Fund L.P. as subscriber in relation to the subscription for 144,698,889 new shares (the “ Subscription Share(s) ”) in the Company for the subscription price of HK$1.144 per Subscription Share, be approved, confirmed and ratified, as the case may be.

• (B) subject to each of the other resolutions set out in this notice being passed, the conditional subscription agreement dated 29 April 2015 (the “ asia-io holdings BVi Subscription agreement ”, a copy of which has been produced to the Meeting marked “D” and signed by the chairman of the Meeting for the purposes of identification), entered into between the Company as issuer and Asia-IO Holdings Limited as subscriber in relation to the subscription for 43,439,139 Subscription Shares for the subscription price of HK$1.144 per Subscription Share, be approved, confirmed and ratified, as the case may be.

• (C) subject to each of the other resolutions set out in this notice being passed, the conditional subscription agreement dated 29 April 2015 (the “ huatai principal investment Subscription agreement ” together with Asia-IO Acquisition Fund Subscription Agreement and Asia-IO Holdings BVI Subscription Agreement, collectively refer to the “ Subscription agreements ”, a copy of which has been produced to the Meeting marked “E” and signed by the chairman of the Meeting for the purposes of identification), entered into between the Company as issuer and Huatai Principal Investment I Limited as subscriber in relation to the subscription for 36,861,972 Subscription Shares for the subscription price of HK$1.144 per Subscription Share, be approved, confirmed and ratified, as the case may be.

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• (D) any one or more of the Directors be authorised, for and on behalf of the Company, to take all steps necessary or expedient in his/her/their opinion to approve and implement and/or give effect to the Subscription Agreements and the transactions contemplated thereunder, including, among other things, to allot and issue the Subscription Shares pursuant to the Subscription Agreements and to sign and deliver for and on behalf of the Company any and all documents necessary or desirable for giving effect to such agreements, or making non-material amendments thereto but including the authority to waive any conditions (save where they are stated not capable of being waived) and the authority to amend the time by which completions of such agreements are to take place.”

3. “ that ,

subject to each of the other resolutions set out in this notice being passed and upon (i) the completion of the sale and purchase agreement dated 29 April 2015 (as amended and supplemented by a supplemental agreement dated 22 September 2015) entered into between Mr. Lau Tak Wan, Ms. Chan Yuen Mei, Pinky, China Capital Holdings Investment Limited, Leading Trading Limited as vendors and Asia-IO Acquisition Fund L.P. as purchaser in relation to the sale and purchase of 241,221,529 shares of HK$0.1 each (the “ Shares ”) of the Company, (ii) the completion of the Disposal Agreements; and (iii) the completion of the Subscription Agreements, the proposed declaration and distribution of a special dividend of HK$0.23 for each Share held by shareholders (whose addresses, as shown on the register of the members of the Company, not outside Hong Kong on 27 October 2015 declared and paid out of the contributed surplus account of the Company be approved; and the Directors (or any one of them) be and is/are hereby authorised to do such acts or things and execute such documents (including but not limited to the affixing of the seal of the Company) which in their/his/her opinion may be necessary, desirable or expedient to carry out or to give effect to the transactions contemplated under this resolution.”

By order of the Board daiwa associate holdings limited lau tak Wan President

Hong Kong, 30 September 2015

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Principal Place of Business in Hong Kong: 11/F Block G East Sun Industrial Centre 16 Shing Yip Street Kwun Tong, Kowloon, Hong Kong

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.

2. Where there are joint holders of any Share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. Several executors or administrators of a deceased member of the Company in whose name any share stands shall, for the purposes of the bye-laws of the Company, be deemed joint holders thereof.

3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Hong Kong branch share registrar of the Company, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the board of directors of the Company comprises Mr. Lau Tak Wan, Ms. Chan Yuen Mei, Pinky, Mr. Cheung Wai Ho, Mr. Chong Wing Kam, James and Mr. Fung Wai Ching as executive directors and Dr. Barry John Buttifant, Dr. Liu Ngai Wing and Mr. Choi Yuk Fan as independent non-executive directors.

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