XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2012

Aug 23, 2012

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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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DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF PROPERTY

Independent Financial Adviser to the Independent Board Committee and the independent Shareholders

A letter from the Board is set out on pages 3 to 7 of this circular and a letter from the Independent Board Committee is set out on page 8 of this circular. A letter from VC Capital, the independent financial adviser to the Independent Board Committee and the independent Shareholders, containing its advice to the Independent Board Committee and the independent Shareholders in relation to the Disposal is set out on pages 9 to 15 of this circular.

24 August 2012

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter from	VC Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	— Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix II	— General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules; ‘‘Board’’ the board of Directors; ‘‘Business Day(s)’’ any day other than a Saturday or a Sunday, on which commercial banks in Jakarta are open for business, and if a transfer of funds is to be made under the Sale and Purchase Agreement, then a day on which commercial banks in Jakarta are open for general interbank business;

• ‘‘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;

• ‘‘Completion’’ the completion of the Sale and Purchase Agreement; ‘‘Consideration’’ Rp23,100,000,000 (equivalent to approximately HK$18,922,000) including 10% Value Added Tax of Rp2,100,000,000 (equivalent to approximately HK$1,720,000) to be payable by the Purchaser in cash to the Vendor upon Completion;

• ‘‘Directors’’ the directors of the Company;

• ‘‘Disposal’’ the disposal of the Property by the Vendor to the Purchaser pursuant to the terms of the Sale and Purchase Agreement;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China;

• ‘‘Independent Board comprising all the independent non-executive Directors of the Committee’’ Company formed to advise the independent Shareholders on the terms of the Sale and Purchase Agreement and the Disposal;

• ‘‘Independent Financial VC Capital Limited, being a corporation licensed to carry out Adviser’’ or Type 6 (advising on corporate finance) regulated activity under ‘‘VC Capital’’ the SFO, the independent financial adviser to advise the Independent Board Committee and the independent Shareholders in relation to the Disposal;

• ‘‘Indonesia’’ the Republic of Indonesia;

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DEFINITIONS

• ‘‘Latest Practicable 21 August 2012, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained herein;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

‘‘Property’’ the property situated at Jalan Agung Timur 2 Blok O-4, No 3&4 Kelurahan Sunter Jaya, Kecamatan Tanjung Priok, North Jakarta, Indonesia, consists of the land, factory buildings, owned by the Vendor; ‘‘Purchaser’’ PT Mallicop Indonesia, a company incorporated in Indonesia with limited liabilities;

• ‘‘Rp’’ Rupiah, the lawful currency of Indonesia;

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Sale and Purchase the sale and purchase agreement entered into between the Vendor Agreement’’ and the Purchaser on 10 August 2012 in respect of the Disposal;

• ‘‘Share(s)’’ share(s) of HK$0.10 each in the capital of the Company; ‘‘Shareholder(s)’’ holder(s) of the Share(s);

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited; ‘‘Vendor’’ PT Caterindo Garment Industri, a 95% indirectly owned subsidiary of the Company and a company incorporated in Indonesia with limited liabilities; and

• ‘‘%’’ per cent.

In this circular, amounts denominated in Rp have been converted into HK$ at the rate of Rp1,220.77 = HK$1.00.

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LETTER FROM THE BOARD

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Executive Directors:

Mr Li Haifeng (Chairman)

• Mr Lee Sheng Kuang, James (Managing Director) Mr Huang Xuxian, Flynn Mr Tang Chak Lam, Charlie Mr Xiao Yong

Independent Non-Executive Directors:

Mr Chen Zhongfa Mr Yau Wing Yiu Mr Zhang Feng

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

Principal Place of Business: 2908, 29th Floor Enterprise Square Three 39 Wang Chiu Road Kowloon Bay Hong Kong

24 August 2012

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF PROPERTY

1. INTRODUCTION

In the announcement of the Company dated 10 August 2012, the Directors announced that the Vendor, a 95% indirectly owned subsidiary of the Company, and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Property at an aggregate consideration of Rp23,100,000,000 (equivalent to approximately HK$18,922,000) including 10% Value Added Tax of Rp2,100,000,000 (equivalent to approximately HK$1,720,000).

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LETTER FROM THE BOARD

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the independent Shareholders on the Disposal and VC Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the independent Shareholders in relation to the Disposal.

The purpose of this circular is to give you, among other things, (i) further information about the Disposal; and (ii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the independent Shareholders in relation to the Disposal; and (iii) the recommendation of the Independent Board Committee in relation to the Disposal.

2. THE SALE AND PURCHASE AGREEMENT

Date : 10 August 2012

Parties

The Purchaser : PT Mallicop Indonesia, a company incorporated in Indonesia with limited liabilities, being a connected person of the Company. The Purchaser is principally engaged in investment holding

The Vendor : PT Caterindo Garment Industri, a 95% indirectly owned subsidiary of the Company and a company incorporated in Indonesia with limited liabilities

The Purchaser is owned as to 100% by Mr Rusli Hendrawan and his associates. Mr Rusli Hendrawan is a director of the Vendor. Thus, the Purchaser is a connected person of the Company.

Subject of the Disposal

Pursuant to the terms of the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Property at a aggregate consideration of Rp23,100,000,000 (equivalent to approximately HK$18,922,000) including 10% Value Added Tax of Rp2,100,000,000 (equivalent to approximately HK$1,720,000).

Consideration and the payment terms

The aggregate consideration for the Property is Rp23,100,000,000 (equivalent to approximately HK$18,922,000) including 10% Value Added Tax of Rp2,100,000,000 (equivalent to approximately HK$1,720,000). The Value Added Tax will be payable by the Vendor directly to the Indonesian Government. The Consideration will be payable by the Purchaser to the Vendor in cash at Completion.

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LETTER FROM THE BOARD

The Consideration for the Property was determined after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms with reference to, among other things, the valuation of Rp21,000,000,000 (equivalent to approximately HK$17,202,000) as disclosed in the valuation report prepared by an independent valuer based on the market value of the Property as at 31 July 2012.

Completion

Completion of the Sale and Purchase Agreement will be conditional upon satisfaction of the following conditions:

• (i) the Disposal having been duly approved by the independent Shareholders in accordance with the requirements of the Listing Rules;

• (ii) all relevant consents and approvals in respect of the Disposal having been obtained by the Vendor; and

• (iii) all relevant consents and approvals in respect of the Disposal having been obtained by the Purchaser.

Completion will take place on the seventh Business Day, or such other date as may be agreed between the parties, after the conditions to the Sale and Purchase Agreement have been fulfilled or waived by the relevant party.

If the conditions are not satisfied or waived before 14 September 2012 or such later date as may be agreed between the parties, the Sale and Purchase Agreement will cease to be of any effect save for any antecedent breaches.

Information in relation to the Property

The Property is situated at Jalan Agung Timur 2 Blok O-4, No 3&4 Kelurahan Sunter Jaya, Kecamatan Tanjung Priok, North Jakarta, Indonesia and consists of the land and factory buildings which used to house the production operation of the Vendor. The Vendor had ceased its production of apparels operation since the last quarter of 2011.

3. REASONS FOR THE DISPOSAL

The Group is principally engaged in garment manufacture and trading. The Vendor is a 95% indirectly owned subsidiary of the Company whose business is garment manufacture but it has ceased its manufacturing operation in Indonesia since the last quarter in 2011.

Facing deteriorating global economic conditions, buyers from Europe and the United States for apparels are extremely cost conscious. Competitions for orders are intense with diminishing margins. Coupled with the high production cost in Indonesia, it is not profitable to carry out manufacturing activities in Jakarta under the existing global economic situation. As a result, the Group has ceased its manufacturing operation in Indonesia since the last quarter in 2011 and the Property has stood idle since then with no

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LETTER FROM THE BOARD

plan of resumption. The Directors, including the independent non-executive Directors of the Company, consider that it is in the interests of the Company and the Shareholders to dispose of the vacant Property in Indonesia.

The Directors, including the independent non-executive Directors of the Company, consider that the terms and conditions of the Sale and Purchase Agreement have been arrived at after arm’s length negotiation between the Vendor and the Purchaser, and the Disposal is on normal commercial terms which are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

4. USE OF PROCEEDS

The net proceeds from the Disposal in the amount of approximately HK$15,992,000 will be used as general working capital of the Group.

5. FINANCIAL EFFECTS OF THE DISPOSAL

Subject to final audit, the Company expects to realize a gain on the Disposal, before non-controlling interest, of approximately HK$3,397,000, representing the Consideration received less the net book value of the Property as at 31 July 2012 in the amount of approximately HK$12,595,000 and the estimated taxes, professional fees and other related expenses. The gain after non-controlling interest will be approximately HK$3,210,000. The calculations are only estimates provided for illustrative purposes. The actual gain that the Company is able to realize will depend on the actual net book value of the Property on the date of Completion. Upon the Completion, the Group’s total assets are expected to be increased by approximately HK$3,397,000 and the Group’s total liabilities are expected to be decreased by approximately HK$4,216,000.

6. LISTING RULES IMPLICATIONS

The Purchaser is owned as to 100% by Mr Rusli Hendrawan and his associates. Mr Rusli Hendrawan is a director of the Vendor. Thus, the Purchaser is a connected person of the Company and the transaction contemplated under the Sale and Purchase Agreement constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As one of the relevant percentage ratio calculated pursuant to Chapter 14 of the Listing Rules in respect of the Disposal is more than 5% but less than 25%, and the Purchaser is a connected person of the Company under Chapter 14A of the Listing Rules, the Disposal constitutes a discloseable and connected transaction of the Company in accordance with Rules 14.33 and 14A.13 of the Listing Rules which is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As (i) to the best knowledge of the Directors, Mr Rusli Hendrawan is not interested in any Shares, and no Shareholder is interested in the Disposal, no Shareholder is required to abstain from voting for the resolution to approve the Disposal; and (ii) Dragon Peace Limited, which is interested in 236,717,000 Shares, representing approximately 53.05% of

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LETTER FROM THE BOARD

the issued share capital of the Company as at the Latest Practicable Date, has approved the Disposal on 8 August 2012 by a written approval in accordance with Rule 14A.43 of the Listing Rules, the Company has applied to the Stock Exchange pursuant to Rule 14A.43 of the Listing Rules for a waiver from the requirement to hold a general meeting to approve the Disposal on the basis of the written consent issued by Dragon Peace Limited. The Stock Exchange has granted a waiver to the Company from strict compliance with the requirement to hold a shareholders’ meeting to approve the Disposal pursuant to Rule 14A.43 of the Listing Rules. Accordingly, no general meeting of the Company will be held. The information contained in this circular is for information of the Shareholders only. None of the Directors has a material interest in the Disposal.

7. FURTHER INFORMATION

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

By order of the Board Carry Wealth Holdings Limited Li Haifeng Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

24 August 2012

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To the independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF PROPERTY

We refer to the circular of the Company to the Shareholders dated 24 August 2012 (the ‘‘Circular’’), in which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings as given to them in the section headed ‘‘Definitions’’ of the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the independent Shareholders on whether the terms of the Sale and Purchase Agreement and the Disposal are fair and reasonable so far as the Shareholders are concerned.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser as set out on pages 9 to 15 of the Circular and the letter from the Board as set out on pages 3 to 7 of the Circular.

Having considered, amongst other matters, the factors and reasons considered by, and the opinion of the Independent Financial Adviser as stated in its letter of advice, we consider that the terms of the Sale and Purchase Agreement and the Disposal are on normal commercial terms which are fair and reasonable so far as the Company and the independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

Yours faithfully,

The Independent Board Committee of

Carry Wealth Holdings Limited

Chen Zhongfa Yau Wing Yiu Zhang Feng Independent non-executive Independent non-executive Independent non-executive Director Director Director

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LETTER FROM VC CAPITAL

The following is the text of a letter of advice to the Independent Board Committee and the independent Shareholders from VC Capital in respect of the Disposal prepared for the purpose of inclusion in this circular.

24 August 2012

To the Independent Board Committee and the independent Shareholders of Carry Wealth Holdings Limited

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF PROPERTY

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the independent Shareholders in respect of the Disposal, details of which are set out in the ‘‘Letter from the Board’’ as contained in a circular of the Company (the ‘‘Circular’’) to the Shareholders dated 24 August 2012, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

In the announcement of the Company dated 10 August 2012, the Directors announced that, on 10 August 2012 (after trading hours), the Vendor, a 95% indirectly owned subsidiary of the Company, and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Property at an aggregate consideration of Rp23,100,000,000 (equivalent to approximately HK$18,922,000), which includes a 10% Indonesian value added tax (‘‘Value Added Tax’’) of Rp2,100,000,000 (equivalent to approximately HK$1,720,000).

The Independent Board Committee, comprising Messrs. Chen Zhongfa, Yau Wing Yiu and Zhang Feng, being all the independent non-executive Directors who have no direct or indirect interests in the Disposal, has been formed to advise on the fairness and reasonableness of the terms of the Sale and Purchase Agreement so far as the independent Shareholders are concerned and as to whether the Disposal is in the interests of the Company and the Shareholders as a whole.

In our capacity as the independent financial adviser to the Independent Board Committee and the independent Shareholders, our role is to give an independent opinion as to (i) whether the Disposal is in the usual and ordinary course of business of the Group; (ii) whether the Disposal is on normal commercial terms; (iii) whether the terms of the Sale and

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LETTER FROM VC CAPITAL

Purchase Agreement are fair and reasonable so far as the independent Shareholders are concerned; and (iv) whether the Disposal is in the interests of the Company and the Shareholders as a whole.

VC Capital is independent from the Company pursuant to Rule 13.84 of the Listing Rules and accordingly is considered eligible to give independent advice on the Disposal. Apart from normal professional fees payable to us in connection with this engagement, no arrangement exists whereby VC Capital will receive any fees or benefits from the Company.

IMPLICATIONS UNDER THE LISTING RULES

The Purchaser, PT Mallicop Indonesia, is owned as to 100% by Mr Rusli Hendrawan and his associates. Mr Rusli Hendrawan is a director of the Vendor. Thus, the Purchaser is a connected person of the Company and the transaction contemplated under the Sale and Purchase Agreement, being the Disposal, constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As one of the relevant percentage ratios calculated pursuant to Chapter 14 of the Listing Rules in respect of the Disposal is more than 5% but less than 25%, and the Purchaser is a connected person of the Company under Chapter 14A of the Listing Rules, the Disposal constitutes a discloseable and connected transaction of the Company in accordance with Rules 14.33 and 14A.13 of the Listing Rules and is subject to reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As (i) to the best knowledge of the Directors, Mr Rusli Hendrawan is not interested in any Shares, and no Shareholder is interested in the Disposal, such that no Shareholder will be required to abstain from voting for the resolution to approve the Disposal; and (ii) Dragon Peace Limited, which was interested in 236,717,000 Shares, representing approximately 53.05% of the issued share capital of the Company as at the Latest Practicable Date, has approved the Disposal on 8 August 2012 by a written approval in accordance with Rule 14A.43 of the Listing Rules, the Company has applied to the Stock Exchange pursuant to Rule 14A.43 of the Listing Rules for a waiver from the requirement to hold a general meeting to approve the Disposal on the basis of the written consent issued by Dragon Peace Limited. The Stock Exchange has granted a waiver to the Company from strict compliance with the requirement to hold a shareholders’ meeting to approve the Disposal pursuant to Rule 14A.43 of the Listing Rules. Accordingly, no Shareholders’ meeting will be held in this regard.

The Directors have also confirmed that none of the Directors has a material interest in the Disposal.

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LETTER FROM VC CAPITAL

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information and facts supplied, and the opinions expressed by, the executive Directors and senior management of the Group. We have also relied on the information and representations contained or referred to in the Circular and have assumed that they were true, accurate and complete at the time they were prepared or made and will continue to be so up to the date of the Circular. We have been advised by the executive Directors that no material facts have been omitted from the Circular and from the information supplied and opinions expressed to us.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion. We have no reason to doubt the truth, accuracy and completeness of the information and representations made to us by the executive Directors and senior management of the Group. We have not, however, conducted any independent investigation into the business, affairs or the future prospects of the Company, the Purchaser, or any of their respective associates, nor have we carried out any independent verification of the information supplied.

All the Directors have confirmed, having made all reasonable enquiries, that to the best of their knowledge, information and opinions expressed in the Circular are accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular misleading.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion as to (i) whether the Disposal is in the usual and ordinary course of business of the Group; (ii) whether the Disposal is on normal commercial terms; (iii) whether the terms of the Sale and Purchase Agreement are fair and reasonable so far as the independent Shareholders are concerned; and (iv) whether the Disposal is in the interests of the Company and the Shareholders as a whole, we have taken into account the following principal factors and reasons:

(A) Background and reasons for entering into the Sale and Purchase Agreement

The Group is principally engaged in garment manufacturing and trading.

As stated in the 2011 annual report of the Company, the Group had experienced a significant shrinkage of orders from its customers in the United States of America (the ‘‘US’’) as well as intensified price competition and pressure on profit margins for orders from the US market, as a result of a continued weak economy, high unemployment rate and deteriorating trading conditions arising from the earlier downgrade of the US government’s credit rating. This is evidenced by a drop of approximately 29.5% in turnover from the US segment, from approximately HK$523.1 million for the year ended 31 December 2010 to approximately HK$368.9 million for the year ended 31 December 2011, which is the biggest drop in turnover amongst the Group’s geographical segments in the 2011 financial year. The US market also recorded the worst performance out of all geographical segments in the Group’s

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LETTER FROM VC CAPITAL

adjusted operating results for reportable segments (which aggregated to a loss of approximately HK$15.5 million), recording a loss of approximately HK$16.5 million for the year ended 31 December 2011. As stated in the ‘‘Letter from the Board’’ in the Circular, facing deteriorating global economic conditions, buyers for apparels from Europe are also extremely cost conscious, with intense competition and diminishing margins for orders. Whilst the European market recorded a slight increase of approximately 2.3% in turnover, from approximately HK$43.9 million for the year ended 31 December 2010 to approximately HK$44.9 million for the year ended 31 December 2011, the adjusted operating results turned from a profit of approximately HK$0.1 million for the year ended 31 December 2010 to a loss of approximately HK$1.6 million for the year ended 31 December 2011.

As a result of the shrinking orders, squeezing profit margins and intensifying competition from the US and European markets, the Group’s production facilities in Indonesia ceased operations in the last quarter of 2011, and the Property has been left idle ever since. The Directors consider that as the road to global economic recovery, particularly in the US and Europe, is expected to continue to be tough, and production cost in Jakarta, Indonesia where the Property is located is getting high, it would not be beneficial for the Company to resume the operations of its Indonesian factories.

Having considered that (i) the Group’s production facilities in Indonesia have been closed due to shrinking orders and squeezing profit margins from the US market; (ii) the Group has no plan to resume the operations at the Indonesian factories in view of the continued uncertainty in the global economy and rising production costs in Jakarta; (iii) the Property has been standing idle and vacant since the cessation of operations; and (iv) the Disposal provides an opportunity for the Company to dispose of its idle resources with expected positive financial effects to the Group, as discussed in the section headed ‘‘Financial effects of the Disposal’’ below, we are of the view that, notwithstanding that the Disposal is not in the usual and ordinary course of business of the Group, the Disposal is in the interests of the Company and the Shareholders as a whole.

(B) Principal terms of the Sale and Purchase Agreement

(i) Assets to be disposed of

Pursuant to the Sale and Purchase Agreement, the assets to be disposed of is the Property, situated at Jalan Agung Timur 2 Blok O-4, No 3&4 Kelurahan Sunter Jaya, Kecamatan Tanjung Priok, North Jakarta, Indonesia, consisting of the land and factory buildings which were used to house the production operations of the Group in Indonesia, until it ceased operations in the last quarter of 2011. The Property has been left idle ever since.

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LETTER FROM VC CAPITAL

(ii) Conditions precedent

Completion of the Sale and Purchase Agreement is conditional upon satisfaction of the following conditions:

• (a) the Disposal having been duly approved by the independent Shareholders in accordance with the requirements of the Listing Rules;

• (b) all relevant consents and approvals in respect of the Disposal having been obtained by the Vendor; and

• (c) all relevant consents and approvals in respect of the Disposal having been obtained by the Purchaser.

In respect of condition precedent (a) above, Dragon Peace Limited, a Shareholder which has no interest in the Disposal and which was interested in 236,717,000 Shares, representing approximately 53.05% of the issued share capital of the Company as at the Latest Practicable Date, has approved the Disposal on 8 August 2012 by a written approval in accordance with Rule 14A.43 of the Listing Rules, and the Stock Exchange has granted a waiver to the Company from strict compliance with the requirement to hold a shareholders’ meeting to approve the Disposal pursuant to Rule 14A.43 of the Listing Rules. We further understand from the executive Directors that conditions precedent (b) and (c) have been fulfilled.

(iii) Consideration

The Consideration was determined after arm’s length negotiation between the Vendor and the Purchaser on normal commercial terms. The Consideration amounts to Rp23,100,000,000 (equivalent to approximately HK$18,922,000), which consists of two components, namely (a) an amount of Rp21,000,000,000 (equivalent to approximately HK$17,202,000), being equivalent to the market value of the Property as at 31 July 2012 (the ‘‘Valuation’’) as determined by RHL Appraisal Limited (‘‘RHL’’), an independent property valuer; and (b) 10% Value Added Tax of Rp2,100,000,000 (equivalent to approximately HK$1,720,000).

In order to assess the valuation of the Property, we have reviewed the valuation report prepared by RHL, as set out in Appendix I to the Circular, and have performed the steps as required under Note 1(d) to Rule 13.80 of the Listing Rules in relation to third party opinions, including (i) obtaining from RHL the names, qualifications and experience of staff members who are involved in this engagement, and noting that the team consists of members who are subject to the discipline of The Royal Institution of Chartered Surveyors and/or The Hong Kong Institute of Surveyors and with prior experience in valuing properties in Indonesia; (ii) obtaining confirmation from RHL that, save for this engagement, there is no prior or current relationship between RHL and the Company, the Purchaser and their respective connected persons; (iii) obtaining confirmation from RHL that, save for the relevant title documents in relation to the Property

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LETTER FROM VC CAPITAL

which were provided by the Company, neither the Company nor the Purchaser has made any other formal or informal representations to RHL; and (iv) enquiring with RHL on the methodology adopted and the bases and assumptions made in arriving at the Valuation. We understand that the valuation of property interests using the direct comparison approach by making reference to comparable market transactions is a commonly adopted approach in the determination of the value of properties. We also note that the valuation assumptions as adopted by RHL are customary assumptions adopted in property valuations. As such, we consider that the methodology and assumptions applied by RHL in arriving at the Valuation are reasonable.

Having considered that (i) the direct comparison approach as adopted by RHL in the Valuation is a commonly adopted approach for property valuation; (ii) component (a) of the Consideration is equivalent to the appraised market value of the Property as at 31 July 2012 by RHL; and (iii) component (b) of the Consideration represents the 10% Value Added Tax payable by the Purchaser, which the Vendor will submit to the relevant authorities in Indonesia on the Purchaser’s behalf upon receipt of such amount from the Purchaser at Completion, we are of the view that the Consideration is on normal commercial terms and is fair and reasonable so far as the independent Shareholders are concerned.

(C) Financial effects of the Disposal

(i) Earnings

As stated in the ‘‘Letter from the Board’’ in the Circular, the Directors estimate that, upon Completion, the Group will record an unaudited gain on Disposal before non-controlling interest of approximately HK$3,397,000, representing the Consideration received less the net book value of the Property as at 31 July 2012 in the amount of approximately HK$12,595,000 and the estimated taxes, professional fees and other related expenses. The unaudited gain after non-controlling interest is expected to be approximately HK$3,210,000. The actual gain that the Company will be able to realize will depend on the actual net book value of the Property on the date of Completion.

(ii) Net assets value

As stated in the ‘‘Letter from the Board’’ in the Circular, upon Completion, the Group’s total assets are expected to increase by approximately HK$3,397,000 and the Group’s total liabilities are expected to decrease by approximately HK$4,216,000. The net asset value of the Group is therefore expected to increase as a result.

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LETTER FROM VC CAPITAL

(iii) Working capital

Pursuant to the Sale and Purchase Agreement, the Consideration will be satisfied in cash in full upon Completion. As stated in the ‘‘Letter from the Board’’ in the Circular, the net proceeds from the Disposal in the amount of approximately HK$15,992,000 will be used as general working capital of the Group. The working capital position of the Group is expected to improve upon Completion.

It should be noted that the aforesaid figures are subject to final audit, and that the aforesaid analyses and calculations are for illustrative purposes only and does not purport to represent how the financial position of the Group will be upon Completion.

Taking into account the improvement in earnings, net assets and cashflow position of the Group upon completion of the Disposal, we consider that the Disposal is in the interests of the Company and the Shareholders as a whole.

OPINION

Having considered the principal factors and reasons referred to above, notwithstanding that the Disposal is not in the ordinary and usual course of business of the Group, we are of the view (i) that the Sale and Purchase Agreement is on normal commercial terms; (ii) that the terms of the Sale and Purchase Agreement are fair and reasonable so far as the independent Shareholders are concerned; and (iii) that the Disposal is in the interests of the Company and the Shareholders as a whole.

Yours faithfully, For and on behalf of VC Capital Limited Felicia Hui Director

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APPENDIX I

VALUATION REPORT

The following is the text of a letter and valuation certificate prepared for the purpose of inclusion in this circular received from RHL Appraisal Limited, an independent property valuer, in connection with its valuation as at 31 July 2012 on the property interest held by PT Caterindo Garment Industri, a subsidiary of Carry Wealth Holdings Limited.

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永利行評值顧問有限公司 RHL Appraisal Limited Corporate Valuation & Advisory

T +852 2730 6212 F +852 2736 9284 Room 1010, 10/F, Star House, Tsimshatsui, Hong Kong

License No.: C-015672

24 August 2012

The Board of Directors Carry Wealth Holdings Limited

2908, 29th Floor Enterprise Square Three 39 Wang Chiu Road Kowloon Bay Hong Kong

Dear Sirs/Madam,

INSTRUCTIONS

We were instructed by Carry Wealth Holdings Limited (referred to as the ‘‘Company’’) to value the property interest held by PT Caterindo Garment Industri (referred to as ‘‘PT Caterindo’’), a 95% indirectly owned subsidiary of the Company, located in Indonesia. We confirm that we have carried out property inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion on the market value of the property interest as at 31 July 2012 (the ‘‘Valuation Date’’).

This letter which forms part of our valuation report explains the basis and methodology of valuation, clarifying assumptions, valuation considerations and limiting conditions of this valuation.

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APPENDIX I

VALUATION REPORT

BASIS OF VALUATION

Our valuation of the property interest represent its market value which we would define as intended to mean ‘‘the estimated amount for which a property should exchange on the Valuation Date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion’’.

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of the property interest is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

VALUATION METHODOLOGY

We have valued the property interest by using the Direct Comparison Approach by making reference to the comparable market transactions as available and where appropriate, on the basis of capitalization of the net income shown on the documents handed to us. We have allowed for outgoings and, in appropriate case, made provisions for reversionary income potential.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited; and the HKIS Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors effective from 1 January 2005.

VALUATION ASSUMPTIONS

In undertaking our valuation, we have assumed that, unless otherwise stated, transferable land use rights in respect of the property interest for specific terms at nominal annual land use fees have been granted and that any premium payable has already been fully paid. We have also assumed that the owner of the property interest has enforceable title to the property interest and has free and uninterrupted rights to use, occupy or assign the property interest for the whole of the respective unexpired terms as granted.

TITLE INVESTIGATION

We have been provided with documents relating to the title of property interest located in Indonesia. We have not examined the original documents to verify the existing title to the property interest in Indonesia and any material encumbrances that might be attached to the

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APPENDIX I

VALUATION REPORT

property interest or any lease amendments. However, we have relied considerably on the advices given by PT Caterindo’s Indonesia legal advisers, IAB Law Firm on its title to the property interest.

LIMITING CONDITIONS

We have inspected the exterior and, where possible, the interior of the property. However, no structural survey has been made. In the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the property is free of rot, infestation or any other structural defects. No tests were carried out on any of the services. Moreover, we have not carried out investigations on site to determine the suitability of the ground conditions and the services etc., for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory.

We have not carried out detailed site measurements to verify the correctness of the site areas in respect of the property but have assumed that the site areas shown on the documents are correct. All documents have been used as reference only and all dimensions, measurements and areas are approximations.

We have relied to a considerable extent on information provided by PT Caterindo and accepted advices given to us on such matters, in particular, but not limited to tenure, planning approvals, statutory notices, easements, particulars of occupancy, floor areas and all other relevant matters in the identification of the property.

We have had no reason to doubt the truth and accuracy of the information provided to us by PT Caterindo. We have also been advised by PT Caterindo that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

No allowance has been made in our report for any charges, mortgages or amounts owing on the property interest valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interest is free from encumbrances, restrictions and outgoings of an onerous nature, which could affect its value.

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APPENDIX I

VALUATION REPORT

CURRENCY

All monetary sums stated in this report are in Rupiahs (Rp.).

We have conducted on-site inspections to the property in July 2012 by Mr. Derek S. K. Wong (BSc).

We enclose herewith our valuation certificate.

Yours faithfully, For and on behalf of RHL Appraisal Limited

Serena S. W. Lau

Ivan S. P. Lui

FHKIS, AAPI, MRICS, RPS(GP), MBA(HKU) MHKIS, RPS(GP), AAPI, CPV, MCom, MSc, BSc Managing Director Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor (GP) with over 20 years’ experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Lau is a Professional Member of The Royal Institution of Chartered Surveyors, an Associate of Australian Property Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Mr. Ivan S. P. Lui is a Registered Professional Surveyor (GP) with nearly 10 years’ experience gained from various international banks and surveyors firms on property valuation in HKSAR, mainland China and the Asia Pacific Region. Mr. Lui is a Professional Member of The Hong Kong Institute of Surveyors, an Associate Member of Australian Property Institute with the qualification of Certified Practicing Valuer. Mr. Lui is specialized in Plant & Machinery, Mortgage Valuation, Premium Assessment and etc. Furthermore, he also focuses on asset portfolio management covering financial budgeting/planning, coordination, controlling and operation before joining RHL Appraisal Limited.

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APPENDIX I

VALUATION REPORT

VALUATION CERTIFICATE

			Market Value
			in existing
			state as at
		Particulars of	31 July 2012
Property	Description	occupancy	(Rp.)
Jalan Agung Timur 2	The Property comprises a 2-	The Property is vacant.	21,000,000,000
Blok O-4,	storey industrial building
No. 3 & 4 Kelurahan	erected on 2 parcels of land with
Sunter Jaya,	a total site area of
Kecamatan Tanjung Priok,	approximately 2,700 sq.m.
North Jakarta,	(29,063 sq.ft.) completed in
Indonesia (The ‘‘Property’’)	about 1980’s.

The Property has a gross floor area of approximately 2,880 sq.m. (31,000 sq.ft.)

Notes:

1. Pursuant to two Hak Guna Bangunan (Rights to Use) No. 3582 and 3583, the building ownership of the Property with a gross floor area of approximately 2,880 sq.m. are vested in PT Caterindo Garment Industri (‘‘PT Caterindo’’).

2. The Property is subject to a Building Permit No. 04162/IMB/1985.

3. We have been provided with a legal opinion regarding the property interest by PT Caterindo’s Indonesia legal adviser, IAB Law Firm, regarding the legal title of the Property, which contains, inter alia, the following:

4. (i) the building ownership of the Property is legally held by PT Caterindo;

5. (ii) PT Caterindo is entitled to freely transfer, lease, mortgage or dispose of the Property; and

6. (iii) the Property is free from any mortgage.

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APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular 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 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 or 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:

Ordinary shares of HK$0.10 each in the Company

Name of Director Capacity	Number of ordinary shares Personal interests Family interests Corporate interests Other interests Total interests Percentage of issued share capital
Mr Li Haifeng Interest of a controlled corporation	— — 236,717,000 — — 53.05

Note: The above shares were held by Dragon Peace Limited, which was wholly owned by Mr Li Haifeng.

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 or 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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APPENDIX II

GENERAL INFORMATION

As at the Latest Practicable Date, none of the Directors or proposed Directors was a director or employee of a company which had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(II) Interests of Substantial Shareholders

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 of
		Number of	issued share
Name of Shareholder	Capacity	ordinary shares	capital
Dragon Peace Limited	Beneficial owner	236,717,000	53.05

Note: The above shares were held by Dragon Peace Limited, which was wholly owned by Mr Li Haifeng. These interests were duplicated with the interests of Mr Li Haifeng as disclosed in the sub-section headed ‘‘Interests of Directors or Chief Executive of the Company’’ above.

(III) Substantial Shareholders of Other Members of the Group

Save as disclosed above and so far as is known to the Directors and the chief executives of the Company, as at the Latest Practicable Date, no other person (other than the Directors and chief executives 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 and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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)).

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APPENDIX II

GENERAL INFORMATION

5. EXPERTS’ QUALIFICATION AND CONSENTS

Each of VC Capital and RHL Appraisal Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

The following is the qualification of the experts who have given their opinion or advice which is contained in this circular:

Name Qualification

VC Capital

a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO

RHL Appraisal Limited

an independent professional property valuer

As at the Latest Practicable Date, VC Capital and RHL Appraisal Limited did not have any direct or indirect interest in any asset which had been acquired, disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2011, being the date to which the latest audited financial statements of the Group was made up; and was not beneficially interested in the share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

6. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, being the date to which the latest published audited accounts of the Group were made up.

7. GENERAL

• (a) None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of by or leased to any member of the Group since 31 December 2011, being the date to which the latest published audited accounts of the Group were made up, and up to the Latest Practicable Date.

• (b) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was significant in relation to the business of the Group.

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APPENDIX II

GENERAL INFORMATION

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at 2908, 29th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong during normal business hours on any weekdays, except public holidays, from the date of this circular up to and including 8 September 2012:

• (a) The Sale and Purchase Agreement;

• (b) the letter from the Independent Board Committee to the independent Shareholders, the text of which is set out on page 8 of this circular;

• (c) the letter of advice from VC Capital to the Independent Board Committee and the independent Shareholders, the text of which is set out on pages 9 to 15 of this circular;

• (d) the valuation report issued by RHL Appraisal Limited on the Property as set out in Appendix I to this circular;

• (e) the written consents of VC Capital and RHL Appraisal Limited referred to in the paragraph headed ‘‘Experts’ Qualification and Consents’’ in this Appendix; and

• (f) this circular.

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