XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2014

Apr 9, 2014

==> picture [172 x 77] intentionally omitted <==

Number of shares to which this proxy form relates (Note 1)

PROXY FORM Annual General Meeting (the ‘‘Meeting’’) to be held on 28 May 2014

I/We

of

being a shareholder

of Carry Wealth Holdings Limited (the ‘‘Company’’) hereby appoint (Note 2)

of

or failing him the duly appointed Chairman of the Meeting as my/our proxy to attend, act and vote on my/our behalf at the Meeting of the shareholders of the Company to be held on 28 May 2014 at 10: 00 a.m. at 2908, 29th Floor, Enterprise Square Three, 39 Wang Chiu Road, Kowloon Bay, Hong Kong and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolutions as indicated:

• ORDINARY RESOLUTIONS

• 1. To receive and adopt the audited financial statements and report of the directors and the independent auditor’s report for the year ended 31 December 2013
• 1. (i) To re-elect Mr Lee Sheng Kuang, James as an executive director (ii) To re-elect Mr Tong Tang, Joseph as an independent non-executive director (iii) To re-elect Mr Yau Wing Yiu as an independent non-executive director

FOR AGAINST (Note 3) (Note 3)

1. To re-appoint Messrs PricewaterhouseCoopers as auditor of the Company and to authorise the board of directors to fix their remuneration

2. 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 the Company

As witness my/our hand this

day of 2014

Signature(s) (Note 6)

shareholder(s) of the Company

Notes:

1. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the shareholder appearing in this proxy form.

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 3. If a proxy is appointed, delete the words ‘‘or failing him the duly appointed Chairman of the 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 Meeting will act as your proxy. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. Please indicate with a ‘‘H’’ in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. If this proxy 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. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

4. 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.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it.

6. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the Meeting. On a poll, votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on the same occasion. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

7. To be valid, this proxy form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the 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.

8. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.