XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2005

Jun 8, 2005

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(Incorporated in Bermuda with limited liability)

(Stock Code: 643)

PROXY FORM

Special General Meeting to be held on 24th June, 2005

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 Special General Meeting as my/our proxy to attend, act and vote on my/our behalf at the Special General Meeting of the shareholders of the Company to be held on 24th June, 2005 at 10:00 a.m. at 1301, 13th Floor, BEA Tower, Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong and at any adjournment thereof and, in particular, to vote in respect of the undermentioned Ordinary Resolution as indicated:

To approve the resolution as set out in the Notice of the Special General Meeting dated 3rd June, 2005

	FOR	AGAINST
	(Note 2)	(Note 2)

As witness my/our hand this day of 2005

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 Special 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 Special General Meeting will act as your proxy.

2. Please indicate with an “X” in the appropriate space beside the resolution 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 resolution 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 not less than 48 hours before the time appointed for holding the Special General Meeting or any adjourned meeting as the case may be or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll. In the event that you attend the meeting after having lodged this proxy form, this proxy form will be deemed to have been revoked.

6. The Notice of the Special General Meeting dated 3rd June, 2005 is set out in the Company’s circular dated 3rd June, 2005 sent to shareholders.