WEIli Holdings Limited — Proxy Solicitation & Information Statement 2015

Sep 30, 2015

DAIWA ASSOCIATE HOLDINGS LIMITED 台和商事控股有限公司 *

(incorporated in Bermuda with limited liability)

(Stock code: 1037)

PROXY FORM

Form of proxy for use at the special general meeting (the ““ Company ”) convened at 3:00 p.m. on Monday, 19 October 2015. Meeting ”) of DAIWA ASSOCIATE HOLDINGS LIMITED (the

I/We (note 1) of

being the registered holder(s) of (note 2) shares of HK$0.10 each in the capital of the Company, HEREBY APPOINT of

(note 3)

or failing him, the chairman of the Meeting as my/our proxy to act for me/us at the Meeting (or at any adjournment thereof) of the Company to 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. and at the said meeting (or at any adjournment thereof) to vote for me/us as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For(note 4)	For(note 4)	Against(note 4)	Against(note 4)
1.	subject to each of the other resolutions set out in the notice of the Meetingbeing passed, the conditional sale and purchase agreement dated 29 April2015 as supplemented by the supplemental agreement dated 27 July 2015entered into between the Company and Champion Success Holdings Limited
	in respect of the sale and purchase of the entire issued share capital inDaiwa BVI Limited for the cash consideration of HK$95 million (subject tothe adjustment), and the special deal contemplated thereunder be approved,confirmed and ratified.
2(A).	subject to each of the other resolutions set out in the notice of the Meetingbeing passed, the conditional subscription agreement dated 29 April 2015,entered into between the Company as issuer and Asia-IO Acquisition FundL.P. as subscriber in relation to the subscription for 144,698,889 subscriptionshares at the subscription price of HK$1.144 per Subscription Share, beapproved,confirmed and ratified.
2(B).	subject to each of the other resolutions set out in the notice of the Meetingbeing passed, the conditional subscription agreement dated 29 April 2015,entered into between the Company as issuer and Asia-IO Holdings Limited assubscriber in relation to the subscription for 43,439,139 subscription sharesat the subscription price of HK$1.144 per Subscription Share, be approved,confirmed and ratified.
2(C).	subject to each of the other resolutions set out in the notice of the Meeting
	being passed, the conditional subscription agreement dated 29 April 2015,entered into between the Company as issuer and Huatai Principal InvestmentI Limited as subscriber in relation to the subscription for 36,861,972subscription shares at the subscription price of HK$1.144 per SubscriptionShare,be approved,confirmed and ratified.
3.	subject to each of the other resolutions set out in the notice of theMeeting being passed and upon Sale and Purchase Completion, DisposalAgreement Completion, Subscription Completion, the proposed declarationand distribution of a special dividend of HK$0.23 for each share held byshareholders of the Company be approved
Dated the		day of	2015Shareholder’s Signature(note 5)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

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

3. Please inserted the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PLACE A “ ✓ ” IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the meeting.

5. 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 company chop or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company’s branch registrar in Hong Kong (Tricor Abacus Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong) not less than 48 hours before the time for holding the Meeting or adjourned meeting or poll (as the case may be).

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you. 9. Any alteration made to this form of proxy must be initialled by the person who signs it.

• For identification purpose only