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

Mar 17, 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 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)

DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY

18th March, 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. The Provisional Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. Reasons for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4. Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

DEFINITIONS

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

“associate”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of Directors;
“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;
“Directors”	the directors of the Company;
“Disposal”	the disposal of the Property by the Vendor;
“Formal Agreement”	the formal agreement for sale and purchase to be entered into
	between Vendor and Purchaser in respect of the Disposal;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Independent Third Party(ies)”	independent third party(ies) who, to the best of the knowledge,
	information and belief of the Board, having made all reasonable
	enquiries, are independent third parties who are independent
	of and not connected with the Company and the connected
	persons (as defined in the Listing Rules) of the Company;
“Latest Practicable Date”	14th 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;
“Property”	Workshop No. 1 & 2 on 2nd Floor including A/C Plant Room,
	Charm Centre, No. 700 Castle Peak Road, Kowloon, Hong
	Kong;

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	DEFINITIONS
“Provisional Agreement”	the provisional agreement for sale and purchase dated 3rd
	March, 2008 entered into between Vendor and Purchaser in
	respect of the Disposal;
“Purchaser”	Global Castle International Limited, which is, and whose
	ultimate beneficial owner(s) are, Independent Third Parties;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
“Shareholders”	the shareholders of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Vendor”	Promaster Company Limited, an indirect wholly-owned
	subsidiary of the Company.

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LETTER FROM THE BOARD

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

Executive Directors: Registered Office: Mr Rusli Hendrawan (Chairman) Clarendon House Mr Lee Sheng Kuang, James (Managing Director) 2 Church Street Mr Oey Tjie Ho Hamilton HM 11 Mr Tang Chak Lam, Charlie Bermuda

Independent Non-Executive Directors: Principal Place of Business: Mr Cheung Kwok Ming 2701, 27th Floor Mr Kwok Lam Kwong, Larry, J.P. One Kowloon Mr Lau Siu Ki, Kevin 1 Wang Yuen Street Kowloon Bay Hong Kong

18th March, 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY

1. INTRODUCTION

In the announcement of the Company dated 4th March, 2008, the Directors announced that the Vendor, an indirect wholly-owned subsidiary of the Company, entered into a binding Provisional Agreement with the Purchaser for the Disposal for a consideration of HK$35,600,000.

The entering into of the Provisional Agreement constitutes a discloseable transaction for the Company under the Listing Rules. The purpose of this circular is to provide the Shareholders, among other things, details of the Provisional Agreement.

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LETTER FROM THE BOARD

2. THE PROVISIONAL AGREEMENT

Date: 3rd March, 2008

Parties:

Vendor:

Promaster Company Limited, an indirect wholly-owned subsidiary of the Company.

Purchaser: Global Castle International Limited, which is, and whose ultimate beneficial owner(s) are, Independent Third Parties.

Property:

The Property comprises Workshop No. 1 & 2 on 2nd Floor including A/C Plant Room, Charm Centre, No. 700 Castle Peak Road, Kowloon, Hong Kong. The gross floor area of the Property is approximately 12,765 square feet.

The Purchaser agreed to acquire the Property including a tenancy agreement which expires on 31st January, 2009 with a monthly rental of HK$137,862 (excluding government rent, rates and management fees which are to be paid by the tenant) and a rental deposit of HK$413,586 has been paid. The Vendor and Purchaser agreed that the original tenancy agreement and the rental deposit of HK$413,586 paid by the tenant will be assigned to the Purchaser on completion. The Purchaser understands that there will be a rent free period from 1st January, 2009 to 31st January, 2009 for the tenancy agreement. Where the tenant terminates the tenancy agreement on or prior to 28th July, 2008, the Purchaser agreed that the Property will be transferred with vacant possession.

Consideration:

The total consideration for the Property is HK$35,600,000 and was agreed after arm’s length negotiations between the Vendor and Purchaser by reference to the market value of comparable properties in the same vicinity.

The consideration is payable as follows:

• (i) an initial deposit of HK$1,000,000 was paid by the Purchaser on signing the Provisional Agreement;

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LETTER FROM THE BOARD

• (ii) a further deposit of HK$2,560,000 is to be paid by the Purchaser on signing the Formal Agreement on or before 28th March, 2008; and

• (iii) the balance of the purchase price of HK$32,040,000 is to be paid on completion, which is scheduled to take place on or before 28th July, 2008.

3. REASONS FOR THE DISPOSAL

In light of the rising value of office premises in the Hong Kong property market, the Directors consider it is an appropriate time for the Group to realise this investment.

The Directors are of the view that the terms of the Disposal including the consideration are fair and reasonable and on normal commercial terms, and the Disposal is in the best interests of, the Company and the Shareholders as a whole.

The Property was originally acquired by the Group at a cost of approximately HK$31,632,000 on 10th March, 1993. The unaudited net profits (both before and after taxation and extraordinary items) attributable to the Property were approximately HK$1,378,000 and HK$1,286,000 respectively for the financial year ended 31st December, 2006 and were approximately HK$1,654,000 and HK$1,241,000 respectively for the financial year ended 31st December, 2007.

The Property has a net book value of approximately HK$28,300,000 as at 31st December, 2007. After payment of necessary selling and legal expenses, the expected gain to the Group from the Disposal is approximately HK$6,900,000. As a result of the Disposal, the Company expects that the net proceeds of the Disposal will be approximately HK$35,200,000 and it is intended that the proceeds of the Disposal will be used by the Company as working capital. The Group’s total assets are expected to increase by the same amount of the gain on the Disposal. The Property has been pledged to a bank to secure trade facilities of up to HK$140.2 million to the Group. As preliminarily agreed with the bank, the collateral will be replaced by a corporate guarantee to be provided by the Company to the bank. The Disposal has no effect on the liabilities of the Group.

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LETTER FROM THE BOARD

4. FURTHER INFORMATION

The Group is mainly engaged in the manufacture of knit tops for internationally renowned brand names. The Group’s products are mainly produced in Indonesia and Mainland China in Asia, E1 Salvador in Central America and Lesotho in sub-Saharan Africa, and exported mainly to the United States and Canada.

Based on the public information available in the website of the Purchaser, the Company understands that the Purchaser is engaged in fine gauge easy-to-wear fashionable sweater items.

Your attention is drawn to the additional information set out in the Appendix to this circular.

Yours faithfully, For and on behalf of the Board Lee Sheng Kuang, James Managing Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard 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.

2. DISCLOSURE OF INTERESTS

(I) Interests of Directors or Chief Executive of the Company

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executive of the Company in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, were as follows:

(a) Ordinary shares of HK$0.10 each in the Company

Name of Director Capacity Mr Rusli Hendrawan Interest of controlled corporations Mr Lee Sheng Interest of controlled Kuang, James corporations Mr Tang Chak Lam, Beneficial owner Charlie	Number of ordinary shares Percentage Personal Family Corporate Other Total of issued interests interests interests interests interests share capital – – 169,062,000 – 169,062,000 45.94 (Note) – – 169,062,000 – 169,062,000 45.94 (Note) 2,000,000 – – – 2,000,000 0.54

Note: The above shares were held by Respected International Limited, which was ultimately owned as to 46.03% and 46.03% by Mr Rusli Hendrawan and Mr Lee Sheng Kuang, James respectively through their respective wholly-owned companies.

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GENERAL INFORMATION

APPENDIX

• (b) Derivatives to ordinary shares of HK$0.10 each in the Company

		Unlisted options
		(physically	Percentage
		settled equity	of issued
Name of Director	Capacity	derivatives) held	share capital
Mr Rusli Hendrawan	Beneficial owner	3,600,000	0.97
Mr Lee Sheng Kuang, James	Beneficial owner	3,600,000	0.97
Mr Oey Tjie Ho	Beneficial owner	500,000	0.13

Notes:

1. The above share options were granted to Directors under the share option scheme of the Company adopted on 8th May, 2002.

2. The above share options were granted on 25th October, 2005 at a consideration of HK$1.00 per qualifying participant and the exercise price is HK$0.536 per share with the exercisable period from 1st November, 2005 to 31st October, 2008 (both days inclusive).

All the interests stated above represent long positions. Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or to be entered in the register maintained by the Company under section 352 of the SFO or to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

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GENERAL INFORMATION

APPENDIX

(II) Interests of Shareholders Discloseable Pursuant to the SFO

As at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Ordinary shares of HK$0.10 each in the Company

			Percentage
		Number of	of issued
Name of Shareholder	Capacity	ordinary shares	share capital
Respected International	Beneficial owner	169,062,000	45.94
Limited_(Note 1)_
Bright Asia Worldwide	Interest of a controlled	169,062,000	45.94
Corporation_(Note 1)_	corporation
Maxflow Investment Ltd.(Note 1)	Interest of a controlled	169,062,000	45.94
	corporation
Greatwood Investment Trading	Beneficial owner	62,000,000	16.84
Limited_(Note 2)_
Mr Yeung Sze Kei_(Note 2)_	Interest of a controlled	62,000,000	16.84
	corporation
Preferable Situation Assets	Beneficial owner	18,701,000	5.08
Limited_(Note 3)_
Mr Webb David Michael_(Note 3)_	Beneficial owner	3,323,000	0.90
	Interest of a controlled	18,701,000	5.08
	corporation

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GENERAL INFORMATION

APPENDIX

Notes:

1. 169,062,000 shares in the Company were held by Respected International Limited, a company in which Mr Rusli Hendrawan and Mr Lee Sheng Kuang, James held 46.03% and 46.03% equity interests respectively through Bright Asia Worldwide Corporation, which was wholly-owned by Mr Rusli Hendrawan and Maxflow Investment Ltd., which was wholly-owned by Mr Lee Sheng Kuang, James. Accordingly, Mr Rusli Hendrawan, Mr Lee Sheng Kuang, James, Bright Asia Worldwide Corporation and Maxflow Investment Ltd. were all deemed to be interested in 169,062,000 shares in the Company. These interests were the same interests of Mr Rusli Hendrawan and Mr Lee Sheng Kuang, James as disclosed in the sub-section headed “Interests of Directors or Chief Executive of the Company”. In addition, Mr Rusli Hendrawan, Mr Lee Sheng Kuang, James and Mr Oey Tjie Ho, all of whom are Directors, are also directors of Respected International Limited.

2. These shares were held by Greatwood Investment Trading Limited, which was wholly-owned by Mr Yeung Sze Kei.

3. Pursuant to a notice filed under Part XV of the SFO, 18,701,000 shares in the Company were held by Preferable Situation Assets Limited, which was wholly-owned by Mr Webb David Michael. Accordingly, Mr Webb David Michael was deemed to be interested in 18,701,000 shares in the Company. Mr Webb David Michael had an aggregate interest in 22,024,000 shares.

Save as disclosed above, the Directors and the chief executives of the Company are not aware that there is any person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(III) Substantial Shareholders of Other Members of the Group

As at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

		Percentage of
Name of subsidiary	Name of shareholder	shareholding
Shinning Century Limited	Ms Chen Mei Chuan, Jennifer	30
Sino Precision Limited	Sinotrans Limited	33.3

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GENERAL INFORMATION

APPENDIX

Save as disclosed above, the Directors and the chief executives of the Company are not aware that there is any person (other than a Director or chief executive of the Company) who is, as at the Latest Practicable Date, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates had any interest in a business which competes or is likely to compete with the business of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into or proposed to enter into any service contracts with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or claims of material importance and, so far as the Directors are aware, no litigation or claims of material importance is pending or threatened against the Company or any of its subsidiaries.

6. GENERAL

• (a) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The principal place of business of the Company in Hong Kong is 2701, 27th Floor, One Kowloon, 1 Wang Yuen Street, Kowloon Bay, Hong Kong.

• (c) The branch share registrar and transfer agent of the Company in Hong Kong is Tricor Abacus Limited, at Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong.

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GENERAL INFORMATION

APPENDIX

• (d) Mr Tang Chak Lam, Charlie, Executive Director, who is responsible for the overall financial operation of the Group, is the qualified accountant appointed pursuant to the Listing Rules. He is a certified public accountant in Hong Kong and a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants in the United Kingdom.

• (e) The secretary of the Company is Ms Lee Yu Ki, Vanessa who is an Associate of both The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators.

• (f) In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text.

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