XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2013

Dec 18, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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----- Start of picture text ----- (Incorporated in Bermuda with limited liability)Website: http://www.carrywealth.com(Stock Code: 643)----- End of picture text -----

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of Carry Wealth Holdings Limited (the ‘‘Company’’) will be held on Wednesday, 8 January 2014 at 10:00 a.m. at 2908, 29th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTION(S)

1. ‘‘ THAT (a) the Rights Issue (as defined in the circular dated 19 December 2013 of the Company (the ‘‘Circular’’)) be and is hereby approved; and (b) any one or more Directors be and is/are hereby authorized to do all such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may in his/her/their absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue or any transactions contemplated thereunder.’’

2. ‘‘ THAT the Whitewash Waiver (as defined in the Circular) granted or to be granted by the Executive (as defined in the Circular) pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code (as defined in the Circular) waiving any obligation (either unconditionally or subject to such conditions as may be required by the Executive (as defined in the Circular)) on the part of the Underwriter (as defined in the Circular), Mr. Li Haifeng and the parties acting in concert with any of them, to make a mandatory general offer arising from the underwriting of the Rights Issue for all the shares of the Company not already owned, controlled or agreed to be acquired by them pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code (as defined in the Circular) by the Executive (as defined in the Circular), be and is hereby approved, and any one or more Directors be and is/are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds as he/she/they

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may, in his/her/their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Whitewash Waiver, and the transactions contemplated thereunder.’’

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

Hong Kong, 19 December 2013

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

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or if he is the holder of two or more shares more than one proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting should he so wish.

2. In order to be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a certified copy of that authority must be lodged with the office of the branch share registrar at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or adjourned meeting.

3. The register of members of the Company will be closed from Saturday, 4 January 2014 to Wednesday, 8 January 2014, both days inclusive, during which period no transfer of shares will be effected. In order to determine entitlement to the attend the Meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the branch share registrar, Tricor Abacus Limited, of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration by not later than 4 : 30 p.m. on Friday, 3 January 2014.

As at the date of this announcement, the Board of the Company comprises Messrs Li Haifeng (Chairman), Lee Sheng Kuang, James (Managing Director), Huang Xuxian, Flynn and Tang Chak Lam, Charlie, being executive directors; and Messrs Chen Zhongfa, Tong Tang, Joseph and Yau Wing Yiu, being independent non-executive directors.

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