XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2004

Mar 31, 2004

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(Incorporated in Bermuda with limited liability)

(Stock Code: 643)

PROXY FORM

Annual General Meeting to be held on 27th April, 2004

I/We

of

being a shareholder of

Carry Wealth Holdings Limited (the “Company”) hereby appoint (Note 1) of

or failing him the duly appointed Chairman of the Annual General Meeting as my/our proxy to attend, act and vote on my/our behalf at the Annual General Meeting of the shareholders of the Company to be held on 27th April, 2004 at 10:00 a.m. at Tang Room I, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolutions as indicated:

	FOR	AGAINST
	(Note 2)	(Note 2)

		FOR (Note 2)	AGAINST (Note 2)
1.	To receive and adopt the Reports of the Directors and Auditors and the Statement of Accounts for the year ended 31st December, 2003
2.	To declare a final dividend for the year ended 31st December, 2003
3.	To re-elect Mr Lam Chi Kuen, Frank as Director of the Company
4.	To authorise the Board of Directors to fix the fees of the Directors
5.	To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company for the ensuing year and to authorise the Board of Directors to fix their remuneration
6.	Special Business – to grant a general mandate to the Directors to allot and issue additional shares in the Company
7.	Special Business – to grant a general mandate to the Directors to repurchase issued shares in the Company

As witness my/our hand this day of 2004

Signature(s) (Note 4)

shareholder(s) of the Company

Notes:

1. A proxy need not be a shareholder of the Company. A shareholder is entitled to appoint a proxy of his own choice to attend and vote instead of him. If such an appointment is made, delete the words “or failing him the duly appointed Chairman of the Annual General Meeting” and insert the name and address of the person appointed as proxy in the space provided. If no name is inserted, the Chairman of the Annual General Meeting will act as your proxy.

2. Please indicate with an “X” in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. If this form is returned duly signed but without any indication, the proxy will vote for or against the resolutions or will abstain at his discretion at the meeting.

3. In the case of joint holders of a share in the Company, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.

4. If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

5. To be valid, this proxy form together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be lodged with the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. In the event that you attend the meeting after having lodged this proxy form, this proxy form will be deemed to have been revoked.