XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2008

Apr 2, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Carry Wealth Holdings Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Website: http://www.carrywealth.com (Stock Code: 643)

RE-ELECTION OF DIRECTORS, PAYMENT OF REMUNERATION TO INDEPENDENT NON-EXECUTIVE DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Carry Wealth Holdings Limited to be held on 29th April, 2008 at 11:30 a.m. at Meeting Room 10, Units 751-759, 7/F., Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Hong Kong is set out on pages 14 to 18 of this circular. A proxy form for use by the Shareholders at the annual general meeting is enclosed. If you do not intend to attend and vote at the annual general meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the annual general meeting or adjourned meeting or, in the case of a poll taken subsequently to the date of the annual general meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll. Such proxy form for use at the annual general meeting is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting should you so wish.

3rd April, 2008

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Payment of Remuneration to Independent Non-Executive Directors . . . . . . . . .	4
4.	General Mandates to Issue and Repurchase Shares. . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Details of retiring directors proposed for re-election. . . . . . . . . . . . . .	8
Appendix II	– Explanatory statement for the Repurchase Mandate. . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“Act”	the Companies Act 1981 of Bermuda
“Annual General Meeting”	the annual general meeting of the Company to be held on
	29th April, 2008 at 11:30 a.m. at Meeting Room 10, Units
	751-759, 7/F., Hongkong International Trade & Exhibition
	Centre, 1 Trademart Drive, Kowloon Bay, Hong Kong or
	any adjournment thereof
“associate”	has the meaning ascribed thereto under the Listing Rules
“Board”	the board of Directors
“Bye-laws”	the existing bye-laws of the Company
“Company”	Carry Wealth Holdings Limited, a company incorporated in
	Bermuda with limited liability and the shares of which are
	listed on the Main Board of the Stock Exchange
“connected person”	has the meaning ascribed thereto under the Listing Rules
“Designated Stock Exchange”	a stock exchange which is an appointed stock exchange for
	the purposes of the Act in respect of which the shares of
	the Company are listed or quoted and where such appointed
	stock exchange deems such listing or quotation to be the
	primary listing or quotation of the shares of the Company
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	31st March, 2008, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

– 1 –

	DEFINITIONS
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholder(s)”	the holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers approved by the
	Securities and Futures Commission
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	per cent

– 2 –

LETTER FROM THE BOARD

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Website: http://www.carrywealth.com (Stock Code: 643)

Executive Directors:

Mr Rusli Hendrawan (Chairman) Mr Lee Sheng Kuang, James (Managing Director) Mr Oey Tjie Ho Mr Tang Chak Lam, Charlie

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-Executive Directors:

Mr Cheung Kwok Ming Mr Kwok Lam Kwong, Larry, J.P. Mr Lau Siu Ki, Kevin

Principal Place of Business: 2701, 27th Floor One Kowloon 1 Wang Yuen Street Kowloon Bay Hong Kong

3rd April, 2008

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, PAYMENT OF REMUNERATION TO INDEPENDENT NON-EXECUTIVE DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of the Directors; (ii) the payment of remuneration to the independent non-executive Directors; and (iii) the grant of general mandates to issue and repurchase Shares to enable the Shareholders to make informed decisions on whether to vote for or against the resolutions. A notice of the Annual General Meeting is set out on pages 14 to 18 of this circular.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely Mr Rusli Hendrawan, Mr Lee Sheng Kuang, James, Mr Oey Tjie Ho and Mr Tang Chak Lam, Charlie, being the executive Directors; and Mr Cheung Kwok Ming, Mr Kwok Lam Kwong, Larry, J.P. and Mr Lau Siu Ki, Kevin, being the independent non-executive Directors.

Pursuant to Bye-law 87 of the Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation. Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Pursuant to Bye-law 87 of the Bye-laws, Mr Rusli Hendrawan, Mr Cheung Kwok Ming and Mr Kwok Lam Kwong, Larry, J.P. shall retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

Details of the retiring Directors as proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

3. PAYMENT OF REMUNERATION TO INDEPENDENT NON-EXECUTIVE DIRECTORS

The Remuneration Committee, which was set up in 2005, comprises Mr Cheung Kwok Ming, Mr Kwok Lam Kwong, Larry, J.P. , Mr Lau Siu Ki, Kevin, independent non-executive Directors, and Mr Tang Chak Lam, Charlie, executive Director and is chaired by Mr Kwok Lam Kwong, Larry, J.P. . The principal duties of the Remuneration Committee include determining the specific remuneration packages of all executive Directors and senior management as well as reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

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LETTER FROM THE BOARD

All independent non-executive Directors have entered into service contracts with the Company for a fixed term of two years, subject to retirement by rotation and re-election in accordance with the Bye-laws. The current remuneration of each independent non-executive Director is HK$12,500 per month and an additional remuneration of HK$2,500 per month for acting as chairman of one or more committee(s) set up by the Board. The amount of the independent non-executive Director’s remuneration is determined with reference to their respective experience, duties and responsibilities with the Company and the prevailing market condition, and in accordance with the Company’s remuneration policy.

Bye-law 96 of the Bye-laws provides that the ordinary remuneration of the Directors shall from time to time determined by the Company in general meeting or any committee appointed by the Board including a remuneration committee. Accordingly, an ordinary resolution will be proposed at the Annual General Meeting to consider and, if thought fit, approve the payment of remuneration of HK$14,000 per month to each independent non-executive Director of the Company and an additional remuneration of HK$2,500 per month for acting as chairman of one or more committee(s) set up by the Board for the period from the conclusion of each annual general meeting to the conclusion of the annual general meeting of the Company to be held in the immediately following year, provided that such remuneration be payable in proportion to the period of service in the case of a Director who has not served the entire period.

4. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Annual General Meeting, ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution (based on the information available as at the Latest Practicable Date, the maximum number of Shares to be issued will be 73,590,800); (ii) to repurchase Shares which does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution; and (iii) to add to the general mandate so granted to the Directors under item (i) to issue any Shares representing the aggregate nominal amount of the Shares repurchased by the Company, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution.

The mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 4th May, 2007 will lapse at the conclusion of the Annual General Meeting. In this regard, resolutions nos. 6 to 8 set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to renew the mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to issue and repurchase any Shares pursuant to the mandates.

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LETTER FROM THE BOARD

An explanatory statement, required by the Listing Rules to be sent to Shareholders in connection with the proposed general mandate to repurchase the Shares, is set out in Appendix II to this circular. The explanatory statement contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the relevant resolution.

5. ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 14 to 18 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the re-election of the Directors, the payment of remuneration to the independent non-executive Directors and the grant of general mandates to issue and repurchase Shares.

A proxy form for the Annual General Meeting is enclosed. If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or, in the case of a poll taken subsequently to the date of the Annual General Meeting, not less than 24 hours before the time appointed for the taking of the poll. Such proxy form for use at the Annual General Meeting is also published on the website of the Stock Exchange (www.hkex.com.hk). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

Pursuant to the existing Bye-law 66, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is required by the rules of the Designated Stock Exchange or is demanded (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) by:

• (a) the chairman of the meeting; or

• (b) at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

– 6 –

LETTER FROM THE BOARD

• (d) a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

For the sake of good corporate governance, the Chairman will demand a poll on each of the resolutions set out in the notice of the Annual General Meeting.

6. RECOMMENDATION

The Directors are of the opinion that the proposals for the re-election of the Directors, the payment of remuneration to the independent non-executive Directors and the grant of general mandates to issue and repurchase Shares are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board

Lee Sheng Kuang, James Managing Director

– 7 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr Rusli Hendrawan , aged 64, is a founder and the Chairman of the Group. He is also a director of certain subsidiaries of the Group. Mr Rusli focuses on overall corporate development and strategic direction of the Group and provides leadership for the Board and oversees its efficient functioning. Mr Rusli has over thirty years of experience in the manufacture of apparel products. Save as disclosed above, Mr Rusli did not hold any other directorships in listed public companies in the last three years.

Mr Rusli has entered into a service contract with the Company for a period of three years commencing from 1st January, 2006 which may be terminated by either party thereto giving to the other party six months’ prior notice in writing (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr Rusli was entitled to have the director’s emoluments amounted to approximately HK$4,561,000 for the year ended 31st December, 2007 and all of his emoluments have been covered by his service contract. The emoluments of Mr Rusli are determined with reference to his experience, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of the SFO, Mr Rusli was deemed to be interested in 169,062,000 Shares, representing approximately 45.94% of the issued share capital of the Company by virtue of his interests in Respected International Limited, a substantial Shareholder, which was ultimately owned as to 46.03% by Mr Rusli through Bright Asia Worldwide Corporation, which was wholly-owned by Mr Rusli. In addition, Mr Rusli had personal interest, within the meaning of Part XV of the SFO, in 3,600,000 Shares in respect of share options granted under the share option scheme adopted by the Company on 8th May, 2002.

Save as disclosed above, Mr Rusli does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

In relation to the re-election of Mr Rusli, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 8 –

APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr Cheung Kwok Ming , aged 46, was appointed an independent non-executive Director in April 2005. He is a qualified solicitor in Hong Kong. Mr Cheung is currently a partner of a Hong Kong law firm, Or, Ng & Chan and his areas of practice include corporate finance, merger and acquisition, banking and securities. He holds a Bachelor of Laws degree from the University of Hong Kong.

Mr Cheung had been an independent non-executive director of AcrossAsia Limited, the shares of which are listed on the Stock Exchange, and had resigned on 1st July, 2007. Save as disclosed above, Mr Cheung did not hold any other directorships in listed public companies in the last three years.

Mr Cheung has entered into a service contract with the Company for a period of two years commencing from 27th April, 2007 which may be terminated by either party thereto giving to the other party three months’ prior notice in writing (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr Cheung was entitled to have the director’s emoluments amounted to approximately HK$150,000 for the year ended 31st December, 2007 and all of his emoluments have been covered by his service contract. The emoluments of Mr Cheung are determined with reference to his experience, duties and responsibilities with the Company and the prevailing market condition, and in accordance with the Company’s remuneration policy.

As at the Latest Practicable Date, Mr Cheung did not have interests in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr Cheung does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

In relation to the re-election of Mr Cheung, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr Kwok Lam Kwong, Larry, J.P. aged 52, was appointed an independent non-executive Director in July 2002. He is also the chairman of the Remuneration Committee of the Company. Mr Kwok is a practising solicitor in Hong Kong, and is currently the Managing Partner, China of Mallesons Stephen Jaques. He is also qualified to practise as a solicitor in Australia, England and Wales and Singapore. He is also qualified as a Chartered Accountant in England and Wales and a CPA in Hong Kong and Australia. Mr Kwok graduated from the University of Sydney, Australia with Bachelor’s Degrees in Economics and Laws respectively as well as a Master’s Degree in Laws. He is currently the Chairman of the Traffic Accident Victims Assistance Advisory Committee and a member of the Hospital Governing Committee of Kwai Chung Hospital/Princess Margaret Hospital, the Insurance Claims Complaints Panel and the Telecommunications (Competition Provisions) Appeal Board in Hong Kong. Mr Kwok is also a member of the Political Consultative Committee of Guangxi in the People’s Republic of China.

Mr Kwok is currently a non-executive director of First Shanghai Investments Limited and also an independent non-executive director of Pacific Andes International Holdings Limited, Shenyin Wanguo (H.K.) Limited, Café de Coral Holdings Limited and Starlite Holdings Limited, all of which are companies whose shares are listed on the Stock Exchange. He is also an independent non-executive director of Western Mining Co., Ltd., the shares of which are listed on the Shanghai Stock Exchange. Save as disclosed above, Mr Kwok did not hold any other directorships in listed public companies in the last three years.

Mr Kwok has entered into a service contract with the Company for a period of two years commencing from 1st January, 2007 which may be terminated by either party thereto giving to the other party three months’ prior notice in writing (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr Kwok was entitled to have the director’s emoluments amounted to approximately HK$180,000 for the year ended 31st December, 2007 and all of his emoluments have been covered by his service contract. The emoluments of Mr Kwok are determined with reference to his experience, duties and responsibilities with the Company and the prevailing market condition, and in accordance with the Company’s remuneration policy.

As at the Latest Practicable Date, Mr Kwok did not have interests in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr Kwok does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

In relation to the re-election of Mr Kwok, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the mandate to repurchase Shares (“Repurchase Mandate”).

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 367,954,000 Shares.

Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased prior to 29th April, 2008, being the date of the Annual General Meeting, could accordingly result in up to a maximum of 36,795,400 Shares being repurchased by the Company during the course of the period from 29th April, 2008 to the earliest of (i) the date of the 2009 annual general meeting; (ii) the date by which the next annual general meeting of the Company is required to be held by law; and (iii) the date upon which such authority is revoked or varied.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from the Shareholders to enable the Directors to purchase Shares in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such a purchase will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with all applicable laws of Bermuda and the Company’s memorandum of association and Bye-laws.

– 11 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

On the basis of the consolidated financial position of the Company as at 31st December, 2007 (being the date to which the latest published financial statements of the Company have been made up), the Directors consider that the exercise in full of the Repurchase Mandate to repurchase Shares might have a material adverse impact on the working capital position of the Company as compared with its position as at 31st December, 2007. No purchase would be made in circumstances that might have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements) unless the Directors considered that such purchases were in the best interests of the Company notwithstanding such material adverse impact.

SHARE PRICES AND REPURCHASED SHARES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest	Lowest
	HK$	HK$
April 2007	1.00	0.81
May 2007	0.96	0.82
June 2007	1.20	0.90
July 2007	1.04	0.95
August 2007	1.02	0.80
September 2007	1.10	0.88
October 2007	0.96	0.88
November 2007	0.95	0.86
December 2007	0.92	0.80
January 2008	0.85	0.65
February 2008	0.77	0.72
March 2008	0.76	0.61

The Company has not made any purchase of Shares (whether on the Stock Exchange or otherwise) in the previous six months.

– 12 –

APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

EFFECT OF THE TAKEOVERS CODE

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code, according to Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, Respected International Limited (“RIL”) was interested in 169,062,000 Shares, representing 45.94% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of RIL in the Company would be increased to 51.05% of the issued share capital of the Company. The increase of RIL’s proportionate interest in the voting capital of the Company will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, RIL or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and, when exceeding the 2% creeper, become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase. Save as disclosed herein, the Directors are not aware of any consequences which may arise under the Takeovers Code if the Repurchase Mandate is exercised. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would trigger the application of the Takeovers Code in the manner described above.

RIL has notified the Company that if the Repurchase Mandate is approved and exercised, it has no present intention to sell Shares to the Company.

CONNECTED PERSONS

No persons who are connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to do so, if the Repurchase Mandate is approved.

DIRECTORS

None of the Directors or, to the best of their knowledge and having made all reasonable enquiries, their respective associates have any present intention, if the Repurchase Mandate is approved, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that they would exercise the power of the Company to make purchases pursuant to the proposed ordinary resolution in accordance with the Listing Rules and the applicable laws of Bermuda, the jurisdiction in which the Company is incorporated.

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NOTICE OF ANNUAL GENERAL MEETING

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Website: http://www.carrywealth.com (Stock Code: 643)

NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders of Carry Wealth Holdings Limited (the “Company”) will be held on 29th April, 2008 at 11:30 a.m. at Meeting Room 10, Units 751-759, 7/F., Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Hong Kong for the following purposes:

1. To receive and adopt the audited financial statements and reports of the directors and the auditor for the year ended 31st December, 2007.

2. To declare a final dividend for the year ended 31st December, 2007.

3. To re-elect the following retiring directors of the Company:

4. (i) Mr Rusli Hendrawan as an executive director;

5. (ii) Mr Cheung Kwok Ming as an independent non-executive director; and

6. (iii) Mr Kwok Lam Kwong, Larry, J.P. as an independent non-executive director.

7. To approve the payment of remuneration of HK$14,000 per month to each independent non-executive director of the Company and an additional remuneration of HK$2,500 per month for acting as chairman of one or more committee(s) set up by the board of directors of the Company for the period from the conclusion of each annual general meeting to the conclusion of the annual general meeting of the Company to be held in the immediately following year, provided that such remuneration be payable in proportion to the period of service in the case of a director who has not served the entire period.

8. To re-appoint auditor for the ensuing year and to authorise the board of directors to fix their remuneration.

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

“ THAT :

• (A) subject to paragraph 6(C) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot and issue additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph 6(A) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph 6(A), otherwise than (i) pursuant to a Rights Issue or (ii) on the exercise of the options granted under any share option scheme adopted by the Company or (iii) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company in force from time to time, shall not exceed 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (D) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the revocation or variation of this Resolution by an ordinary resolution of shareholders of the Company in general meeting.

• “Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares, or any class of shares, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

“ THAT :

• (A) subject to paragraph 7(C) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase issued shares in the capital of the Company subject to and in accordance with all applicable laws be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph 7(A) shall be in addition to any other authorisation given to the directors of the Company;

• (C) the aggregate nominal amount of the shares of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the directors of the Company pursuant to the approval in paragraph 7(A) during the Relevant Period, shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the authority pursuant to paragraph 7(A) shall be limited accordingly; and

• (D) for the purposes of this Resolution:

• “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the revocation or variation of this Resolution by an ordinary resolution of shareholders of the Company in general meeting.”

• To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

“ THAT conditional upon the passing of the ordinary resolutions as set out in paragraphs 6 and 7, the general mandate granted to the directors pursuant to paragraph 6 shall be extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted in paragraph 7, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution.”

By order of the Board

Lee Yu Ki, Vanessa Company Secretary

Hong Kong, 2nd April, 2008

Principal Place of Business:

2701, 27th Floor One Kowloon 1 Wang Yuen Street Kowloon Bay Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from 25th April, 2008 to 29th April, 2008 (both days inclusive) during which period no transfer of share(s) will be effected. In order to qualify for the final dividend, all transfer of share(s), accompanied by the relevant share certificate(s) with the completed transfer form(s) either overleaf or separately, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 24th April, 2008.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote, on a poll, on his/her behalf. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy to attend on the same occasion.

3. In order to be valid, a 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, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or 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.

4. As at the date hereof, the board of directors of the Company comprises Mr Rusli Hendrawan, Mr Lee Sheng Kuang, James, Mr Oey Tjie Ho and Mr Tang Chak Lam, Charlie, being executive directors; and Mr Cheung Kwok Ming, Mr Kwok Lam Kwong, Larry, J.P. and Mr Lau Siu Ki, Kevin, being independent non-executive directors.

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