XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — M&A Activity 2011

Jun 6, 2011

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

Dragon Peace Limited

(Incorporated in the British Virgin Islands with limited liability)

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JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE OFFER DOCUMENT RELATING TO UNCONDITIONAL MANDATORY GENERAL CASH OFFER BY SUN HUNG KAI INTERNATIONAL LIMITED FOR AND ON BEHALF OF DRAGON PEACE LIMITED FOR ALL THE ISSUED SHARES IN CARRY WEALTH HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY DRAGON PEACE LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND RESIGNATION OF DIRECTORS

DESPATCH OF THE COMPOSITE OFFER DOCUMENT

The Composite Offer Document and the Form of Acceptance have been despatched to the Shareholders on 7 June 2011 in accordance with the Takeovers Code.

The Offer will be open for acceptance on 7 June 2011 and the latest time for acceptance of the Offer is 4:00 p.m. on 28 June 2011.

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Independent Shareholders are strongly advised to read the Composite Offer Document and the Form of Acceptance carefully, including the recommendations from the Independent Board Committee and the advice from the Independent Financial Adviser, before deciding whether or not to accept the Offer. Independent Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the Shares.

RESIGNATION OF DIRECTORS

The Board announces that Mr. Rusli Hendrawan, Mr. Oey Tjie Ho, both executive Directors and Mr. Cheung Kwok Ming, an independent non-executive Director have tendered their resignations. Mr. Oey Tjie Ho shall resign as a Director with effect from 7 June 2011 as he considers himself physically unfit to carry out his duty as a Director due to his health condition, in respect of which the Executive has granted the consent under Rule 7 of the Takeovers Code. The resignations of Mr. Rusli Hendrawan and Mr. Cheung Kwok Ming will take effect from the earliest time permitted under the Takeovers Code and it is expected that their resignations will become effective after the close of the Offer, which is currently scheduled to be on 28 June 2011.

Reference is made to (i) the joint announcements made by Carry Wealth Holdings Limited (the “ Company ”) and Dragon Peace Limited (the “ Offeror ”) dated 17 May 2011 and 18 May 2011; and (ii) the composite offer and response document (the “ Composite Offer Document ”) jointly issued by the Company and the Offeror dated 7 June 2011. Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Composite Offer Document.

DESPATCH OF THE COMPOSITE OFFER DOCUMENT

The Composite Offer Document setting out, among other things, details of the Offer, the letter from SHK, the letter from the Board, the letter from the Independent Board Committee and the letter from the Independent Financial Adviser, together with the Form of Acceptance, in respect of the Offer has been despatched to the Shareholders on 7 June 2011.

The Offer will be open for acceptance on Tuesday, 7 June 2011 and the latest time for acceptance of the Offer is 4:00 p.m. on Tuesday, 28 June 2011.

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EXPECTED TIMETABLE

The Offeror and the Company would like to remind the Independent Shareholders regarding the timetable of the Offer which has been extracted from the Composite Offer Document and set out as follows:

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Despatch date of the Composite Offer Document and the accompany Form(s) of Acceptance and commencement

date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 7 June

Latest time and date for acceptance of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . 4:00 p.m.

on Tuesday, 28 June

Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 June

Announcement in respect of the results of the Offer to be published on the website of

the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on Tuesday, 28 June

Latest date for posting of remittances in respect of

valid acceptances received under the Offer (Note 3) . . . . . . . . . . . . . . . . . . . . Friday, 8 July

Notes:

1. The Offer, which is unconditional, is made on Tuesday, 7 June 2011, being the date of posting of the Composite Offer Document, and is capable of acceptance on and from that date until the Closing Date.

2. The Offer, which is unconditional, will be closed on the Closing Date. The latest time for acceptance is at 4:00 p.m. on Tuesday, 28 June 2011 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be published through the Stock Exchange website by 7:00 p.m. on Tuesday, 28 June 2011 stating whether the Offer has been revised or extended or has expired. In the event that the Offeror decides that the Offer will remain open until further notice, at least 14 days’ notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

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1. Remittances in respect of the cash consideration payable for the Shares tendered under the Offer will be dispatched to the accepting Shareholders of Offer Shares by ordinary post at their own risk as soon as possible, but in any event within 10 days from the date of receipt by the Registrar of all the requisite documents, from the Independent Shareholders of Offer Shares accepting the Offer, of the valid requisite documents.

Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in the section headed “Right of withdrawal” in Appendix I to the Composite Offer Document.

All time and date references contained in this joint announcement refer to Hong Kong time and dates.

RECOMMENDATIONS OF THE INDEPENDENT BOARD COMMITTEE

Independent Shareholders are strongly advised to read the Composite Offer Document and the Form of Acceptance carefully, including the recommendations from the Independent Board Committee and the advice from the Independent Financial Adviser, before deciding whether or not to accept the Offer.

IMPORTANT

Independent Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the Shares. The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of the Company.

RESIGNATION OF DIRECTORS

The Board announces that Mr. Rusli Hendrawan, Mr. Oey Tjie Ho, both executive Directors and Mr. Cheung Kwok Ming, an independent non-executive Director have tendered their resignations. Mr. Oey Tjie Ho shall resign as a Director with effect from 7 June 2011 as he considers himself physically unfit to carry out his duty as a Director due to his health condition, in respect of which the Executive has granted the consent under Rule 7 of the Takeovers Code. The resignations of Mr. Rusli Hendrawan and Mr. Cheung Kwok Ming will take effect from the earliest time permitted under the Takeovers Code and it is expected that their resignations will become effective after the close of the Offer, which is currently scheduled to be on 28 June 2011.

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Each of the resigning Directors has confirmed that he has no disagreement with the Board and that he is not aware of any matter relating to his resignation that needs to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to thank all resigning Directors for their valuable contributions to the Company during their term of services.

By order of the sole director of	By order of the Board of
Dragon Peace Limited	Carry Wealth Holdings Limited
Li Haifeng	Lee Sheng Kuang, James
Sole Director	Managing Director

Hong Kong, 7 June 2011

As at the date of this joint announcement, the Board of the Company comprises Messrs. Rusli Hendrawan (Chairman), Lee Sheng Kuang, James (Managing Director), Oey Tjie Ho and Tang Chak Lam, Charlie, being executive Directors; and Messrs. Cheung Kwok Ming, Kwok Lam Kwong, Larry, B.B.S., J.P. and Lau Siu Ki, Kevin, being independent non-executive Directors.

As at the date of this joint announcement, the sole director of the Offeror is Mr. Li Haifeng.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendors and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

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