XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2009

Apr 22, 2009

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PROXY FORM Annual General Meeting to be held on 29th May, 2009

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

being a shareholder 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 29th May, 2009 at 10:00 a.m. at Meeting Room 5, Units 751-759, 7/F., Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Hong Kong and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolutions as indicated:

	FOR(Note 2)	AGAINST(Note 2)

			FOR(Note 2)	AGAINST(Note 2)
1.	To receive and adopt the audited financial statements and reports of the directors andthe auditor for the year ended 31st December, 2008
2.	(i)	To re-elect Mr Lee Sheng Kuang, James as an executive director
	(ii)	To re-elect Mr Oey Tjie Ho as an executive director
	(iii)	To re-elect Mr Tang Chak Lam, Charlie as an executive director
3.	To re-appoint Messrs PricewaterhouseCoopers as auditor of the Company and toauthorise the board of directors to fix their remuneration
4.	To approve the general mandate to allot and issue additional shares in the Company
5.	To approve the general mandate to repurchase issued shares in the Company
6.	To extend the general mandate to allot and issue the shares repurchased by theCompany

As witness my/our hand this day of 2009

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, 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. In the event that you attend the meeting after having lodged this proxy form, this proxy form will be deemed to have been revoked.