XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2018

Apr 10, 2018

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 and the enclosed proxy form 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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RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Carry Wealth Holdings Limited to be held on Wednesday, 16 May 2018 at 10:00 a.m. at Suite 2001, 20/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong is set out on pages 14 to 18 of this circular. A proxy form for use by the Shareholders at the annual general meeting is enclosed.

If you do not intend to attend and vote at the annual general meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof, as the case may be. Such proxy form for use at the annual general meeting is also published on HKExnews website (www.hkexnews.hk). Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

11 April 2018

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– Details of Retiring Directors Proposed for Re-election. . . . . . . . . . . . .	7
Appendix II – Explanatory Statement for the Repurchase Mandate. . . . . . . . . . . . . .		11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held on Wednesday, 16 May 2018 at 10:00 a.m. at Suite 2001, 20/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong or any adjournment thereof, the notice of which is set out on pages 14 to 18 of this circular

“Board”

the board of Directors

“Bye-laws”

the existing bye-laws of the Company

“close associate”

has the meaning ascribed thereto under the Listing Rules

“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

• “core connected person”

has the meaning ascribed thereto under the Listing Rules

“Director(s)”

the director(s) of the Company

“Group”

the Company and its subsidiaries

“Hong Kong”

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

“Latest Practicable Date”

4 April 2018, 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

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

– 1 –

DEFINITIONS

“Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time “HK$” Hong Kong dollar, the lawful currency of Hong Kong “%” per cent

– 2 –

LETTER FROM THE BOARD

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Executive Directors: Mr. Li Haifeng (Chairman and Chief Executive Officer) Mr. Wang Ke (Vice President)

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

Non-Executive Director: Bermuda Mr. Lee Sheng Kuang, James Principal Place of Business Independent Non-Executive Directors: in Hong Kong: Mr. Yau Wing Yiu Suite 2001, 20/F Mr. Zhang Zhenyi Shui On Centre Ms. Zheng Xianzhi 6-8 Harbour Road Wanchai Hong Kong

11 April 2018

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the resolutions to be proposed at the Annual General Meeting relating to (i) the re-election of the Directors; and (ii) the grant of general mandates to issue and repurchase Shares. A notice of the Annual General Meeting is set out on pages 14 to 18 of this circular.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

The Board currently consists of six Directors, namely Mr. Li Haifeng (Chairman and Chief Executive Officer) (“Mr. Li”) and Mr. Wang Ke (Vice President) (“Mr. Wang”), being executive directors, Mr. Lee Sheng Kuang, James, being non-executive director, Mr. Yau Wing Yiu, Mr. Zhang Zhenyi (“Mr. Zhang”) and Ms. Zheng Xianzhi (“Ms. Zheng”), being independent non-executive directors.

In accordance with bye-law 86(2) of the Bye-laws, the Directors shall have the power from time to time and at any time to appoint any person as a director either to fill a casual vacancy in the Board or, subject to authorisation by the members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the members in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

Pursuant to the above, Mr. Wang and Ms. Zheng shall retire from office at the Annual General Meeting and, being eligible, will offer themselves for re-election.

Pursuant to bye-law 87 of the Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation. Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Pursuant to bye-law 87 of the Bye-laws, Mr. Li and Mr. Zhang shall retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

Mr. Zhang and Ms. Zheng continue to contribute effectively and are committed to their roles. The Board assessed and reviewed their annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and affirmed that Mr. Zhang and Ms. Zheng remained independent. Accordingly, the Board recommends Mr. Zhang and Ms. Zheng to stand for re-election as independent non-executive directors at the Annual General Meeting.

Details of the retiring Directors as proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Annual General Meeting, ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of passing such resolution (based on 818,041,413 Shares in issue as at the Latest Practicable Date, the maximum number of Shares to be issued will be 163,608,282 Shares); (ii) to repurchase Shares which does not exceed 10% of the total number of issued Shares of the Company as at the date of passing such resolution (based on 818,041,413 Shares in issue as at the Latest Practicable Date, the maximum number of Shares that may be repurchased will be 81,804,141 Shares); and (iii) to add to the general mandate so granted to the Directors under item (i) to issue any Shares representing the number of Shares repurchased by the Company, provided that such number shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing such resolution.

The mandates to issue and repurchase Shares granted at the annual general meeting of the Company held on 21 April 2017 will lapse at (i) the conclusion of the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and (iii) the revocation or variation by ordinary resolution of Shareholders in general meeting, whichever is the earliest. In this regard, resolutions nos. 4 to 6 set out in the notice of the Annual General Meeting will be proposed at the Annual General Meeting to renew the mandates. With reference to these resolutions, the Directors wish to state that they have no present intention to issue and repurchase any Shares pursuant to the mandates.

An explanatory statement, required by the Listing Rules to be sent to Shareholders in connection with the proposed general mandate to repurchase the Shares, is set out in Appendix II to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution.

4. ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 14 to 18 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the re-election of the Directors and the grant of general mandates to issue and repurchase Shares.

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LETTER FROM THE BOARD

A proxy form for the Annual General Meeting is enclosed. If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof, as the case may be. Such proxy form for use at the Annual General Meeting is also published on HKExnews website (www.hkexnews.hk). Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll on each of the resolutions set out in the notice of the Annual General Meeting pursuant to bye-law 66 of the Bye-laws. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, no Shareholders are required to abstain from voting on any resolutions to be approved at the Annual General Meeting pursuant to the Listing Rules and/or the Bye-laws.

After the closure of the Annual General Meeting, the poll results will be published on the Company’s website (www.carrywealth.com) and HKExnews website (www.hkexnews.hk).

5. RECOMMENDATION

The Directors are of the opinion that the proposals for the re-election of the Directors and the grant of general mandates to issue and repurchase Shares are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. 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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document 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 document misleading.

Yours faithfully,

For and on behalf of the Board

Li Haifeng

Chairman

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wang Ke (“Mr. Wang”) , aged 33, was appointed as an executive director and vice president in March 2018 and is a member of each of the Remuneration Committee and Investment Committee. He is currently a non-executive director of Kong Sun Holdings Limited (stock code: 295), a company listed on the main board of the Stock Exchange. Mr. Wang has over seven years of experience in the field of Investment. From August 2010 to August 2011, he was an investment manager in China Kingho Energy Group Co., Ltd. Mr. Wang also held a position as an investment manager in China Gas Holdings Limited (stock code: 384), a company listed on the main board of the Stock Exchange during the period of January 2014 to August 2014. He was a senior vice president at Pohua JT Management Limited from 2014 to 2016. Mr. Wang has been a director of Magic Assets Limited, a company providing investment and finance consultancy services, since February 2015. He holds a Master of Arts in Global Business Management from the City University of Hong Kong.

Mr. Wang has entered into a service contract with the Company for a term of three years commenced from 19 March 2018 which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr. Wang was entitled to have the director’s fee of HK$240,000 per annum and all of his emoluments have been covered by his service contract. The emoluments of Mr. Wang are determined with reference to his experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, Mr. Wang did not have interests in any Shares within the meaning of Part XV of the SFO.

Mr. Wang does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. Save as disclosed above, Mr. Wang has not been a director of any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

In relation to the re-election of Mr. Wang, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Zheng Xianzhi (“Ms. Zheng”) , aged 34, was appointed as an independent nonexecutive director in June 2017 and is a member of each of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. She has over ten years of experience in the legal field practicing both as an attorney in New York and a registered foreign lawyer in Hong Kong. Ms. Zheng worked in Commerce & Finance Law Offices in Beijing and was responsible for mergers and acquisitions and initial public offerings. She was also an International Legal Project Manager of Skadden, Arps, Slate, Meagher & Flom LLP and had been in charge of various legal and compliance works for listed companies including Chinese state-owned enterprises and investment banks. She is currently a registered foreign lawyer of an international law firm in Hong Kong and was admitted to The People’s Republic of China Bar and New York State Bar Association. Ms. Zheng holds a Bachelor of Law from North China University of Technology in the People’s Republic of China (“PRC”) as well as a Master of Law from both University of International Business and Economics in the PRC and Duke University in the United States of America.

Ms. Zheng has entered into a service contract with the Company for a term of three years commenced from 30 June 2017 which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Ms. Zheng was entitled to have the director’s fee amounted to HK$60,333 for the year ended 31 December 2017 (HK$120,000 per annum) and all of her emoluments have been covered by her service contract. The emoluments of Ms. Zheng are determined with reference to her experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, Ms. Zheng did not have interests in any Shares within the meaning of Part XV of the SFO.

Ms. Zheng does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. Save as disclosed above, Ms. Zheng has not been a director of any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

In relation to the re-election of Ms. Zheng, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Li Haifeng (‘‘Mr. Li’’) , aged 47, was appointed as the Chairman and an executive director in June 2011 and is the Chairman of both the Nomination Committee and Investment Committee of the Company. He was also appointed as Chief Executive Officer of the Company in April 2017. Mr. Li is the sole director of Dragon Peace Limited (‘‘DPL’’), a substantial shareholder of the Company. He is responsible for overall corporate and business development, and strategic direction of the Group and provides leadership for the Board of the Company. Mr. Li has extensive experience in information technology and waste water treatment industries. He is currently an executive director and a vice president of Beijing Enterprises Water Group Limited (‘‘BEWG’’) (stock code: 371) (a company listed on the main board of the Stock Exchange) and the chairman of the Supervisory Committee of BEWG Environmental Group Co., Ltd, a wholly owned subsidiary of BEWG, and is mainly responsible for both the PRC and overseas water markets. Mr. Li holds a Bachelor degree in Law from the Faculty of Law in Peking University in 1992.

Mr. Li has entered into a service contract with the Company for a term of three years commenced from 7 June 2017, which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr. Li was entitled to have the total emoluments amounted to HK$1,758,000 for the year ended 31 December 2017 (HK$1,800,000 per annum) and all of his emoluments have been covered by his service contract. The emoluments of Mr. Li are determined with reference to his experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, according to the register maintained by the Company pursuant to section 352 of the SFO, Mr. Li was deemed to be interested in 404,944,690 Shares, representing approximately 49.50% of the issued share capital of the Company by virtue of his interests in DPL, a substantial Shareholder, which was wholly owned by Mr. Li. In addition, within the meaning of Part XV of the SFO, Mr. Li had personal interest in 9,664,706 Shares representing approximately 1.18% of the Company’s issued share capital.

Save as disclosed above, Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. Save as disclosed above, Mr. Li has not been a director of any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

In relation to the re-election of Mr. Li, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Zhang Zhenyi (“Mr. Zhang”) , aged 37, was appointed as an independent non-executive director in March 2017 and is a member of each of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. He has extensive experience in financial, risk and investment management. He is currently an executive director, chief financial officer, authorized representative and authorized person of Wan Kei Group Holdings Limited (a company listed on the main board of the Stock Exchange; stock code: 1718). From 2012 to end of 2016, Mr. Zhang was the chief financial officer of EACHWAY Fashion Group (Shenzhen) Limited and was responsible for supervising and managing the group’s financial, internal control and investment management matters. Prior to that, he served as the finance in charge and project in charge of an automobile group listed on the exchange in PRC and a consulting firm listed on the Stock Exchange. Mr. Zhang holds qualifications as a Certified Public Accountant, seniors international finance manager and Senior Accountant in the PRC. He obtained a Master Degree of Business Management from University of Science and Technology Beijing in 2011.

Mr. Zhang has entered into a service contract with the Company for a term of three years commenced from 24 March 2017 which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than 3 months (subject to retirement by rotation and re-election in accordance with the Bye-laws). Mr. Zhang was entitled to have the director’s fee amounted to HK$92,580 for the year ended 31 December 2017 (HK$120,000 per annum) and all of his emoluments have been covered by his service contract. The emoluments of Mr. Zhang are determined with reference to his experiences, duties and responsibilities with the Company, the Company’s performance and the prevailing market condition, and in accordance with the remuneration policy adopted by the Remuneration Committee of the Company.

As at the Latest Practicable Date, Mr. Zhang did not have interests in any Shares within the meaning of Part XV of the SFO.

Mr. Zhang does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company. Save as disclosed above, Mr. Zhang has not been a director of any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

In relation to the re-election of Mr. Zhang, there are no other matters that need to be brought to the attention of the Shareholders, and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the mandate to repurchase Shares (“Repurchase Mandate”).

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 818,041,413 Shares.

Exercise in full of the Repurchase Mandate, on the basis that no further Shares are issued or repurchased prior to 16 May 2018, being the date of the Annual General Meeting, could accordingly result in up to a maximum of 81,804,141 Shares, representing 10% of the number of Shares in issue as at the date of the Annual General Meeting (assuming the number of Shares in issue remains unchanged following the Latest Practicable Date and prior to the date of the Annual General Meeting) being repurchased by the Company during the course of the period from 16 May 2018 to the earliest of (i) the date of the 2019 annual general meeting; (ii) the date by which the next annual general meeting of the Company is required to be held by law; and (iii) the date upon which such authority is revoked or varied.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from the Shareholders to enable the Directors to purchase Shares in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per share and will only be made when the Directors believe that such a purchase will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with all applicable laws of Bermuda and the Company’s memorandum of association and Bye-laws.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

On the basis of the consolidated financial position of the Company as at 31 December 2017 (being the date to which the latest published audited financial statements of the Company have been made up), the Directors consider that the exercise in full of the Repurchase Mandate to repurchase Shares might have a material adverse impact on the working capital position of the Company as compared with its position as at 31 December 2017. No purchase would be made in circumstances that might have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements) unless the Directors considered that such purchases were in the best interests of the Company notwithstanding such material adverse impact.

SHARE PRICES AND REPURCHASED SHARES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months are as follows:

	Highest	Lowest
	HK$	HK$
2017
April	0.650	0.470
May	0.680	0.560
June	0.630	0.530
July	0.630	0.500
August	0.640	0.420
September	0.570	0.385
October	0.580	0.475
November	0.560	0.450
December	0.890	0.450
2018
January	1.180	0.810
February	0.960	0.700
March	0.960	0.760
April (up to the Latest Practicable Date)	0.780	0.750

The Company has not made any purchase of Shares (whether on the Stock Exchange or otherwise) in the previous six months.

– 12 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX II

EFFECT OF THE TAKEOVERS CODE

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control of the Company, may in certain circumstances give rise to an obligation to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

To the best knowledge of the Directors and according to the register of substantial shareholders’ interest in shares kept under section 336 of Part XV of the SFO, as at the Latest Practicable Date, Mr. Li Haifeng (“Mr. Li”) was interested in 414,609,396 Shares, representing approximately 50.68% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Mr. Li in the Company would be increased to approximately 56.31% of the issued share capital of the Company. Such increase will not trigger any mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.

CORE CONNECTED PERSONS

No persons who are core connected persons of the Company have notified the Company that they have a present intention to sell Shares held by them to the Company, or that they have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

DIRECTORS

None of the Directors or, to the best of their knowledge and having made all reasonable enquiries, their respective close associates have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that they would exercise the power of the Company to make purchases pursuant to the proposed ordinary resolution in accordance with the Listing Rules and the applicable laws of Bermuda, the jurisdiction in which the Company is incorporated.

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NOTICE OF ANNUAL GENERAL MEETING

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NOTICE IS HEREBY GIVEN that an annual general meeting of the shareholders of Carry Wealth Holdings Limited (the “Company”) will be held on Wednesday, 16 May 2018 at 10:00 a.m. at Suite 2001, 20/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong for the following purposes:

AS ORDINARY BUSINESS

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 2017.

2. To re-elect the following retiring directors of the Company:

3. (i) Mr. Wang Ke as an executive director;

4. (ii) Ms. Zheng Xianzhi as an independent non-executive director;

5. (iii) Mr. Li Haifeng as an executive director; and

6. (iv) Mr. Zhang Zhenyi as an independent non-executive director.

7. To re-appoint auditor for the ensuing year and to authorise the board of directors to fix the auditor’s remuneration.

AS SPECIAL BUSINESS

1. To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

“ THAT :

• (A) subject to paragraph 4(C) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the share capital

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NOTICE OF ANNUAL GENERAL MEETING

of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph 4(A) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (C) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph 4(A), otherwise than (i) pursuant to a Rights Issue or (ii) on the exercise of the options granted under any share option scheme adopted by the Company or (iii) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company in force from time to time, shall not exceed 20 per cent of the total number of the issued Shares of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly; and

• (D) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (iii) the revocation or variation of this Resolution by an ordinary resolution of shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares, or any class of shares, whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any

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NOTICE OF ANNUAL GENERAL MEETING

restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

“ THAT :

• (A) subject to paragraph 5(C) below, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase issued shares in the capital of the Company subject to and in accordance with all applicable laws be and is hereby generally and unconditionally approved;

• (B) the approval in paragraph 5(A) shall be in addition to any other authorisation given to the directors of the Company;

• (C) the total number of shares of the Company to be purchased or agreed conditionally or unconditionally to be purchased by the directors of the Company pursuant to the approval in paragraph 5(A) during the Relevant Period, shall not exceed 10 per cent of the total number of issued Shares of the Company as at the date of passing this Resolution, and the authority pursuant to paragraph 5(A) shall be limited accordingly; and

• (D) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (iii) the revocation or variation of this Resolution by an ordinary resolution of shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

“ THAT conditional upon the passing of the ordinary resolutions as set out in paragraphs 4 and 5, the general mandate granted to the directors pursuant to paragraph 4 shall be extended by the addition to the aggregate number of shares of the Company which may be repurchased by the Company under the authority granted in paragraph 5, provided that such number shall not exceed 10 per cent of the total number of issued Shares of the Company as at the date of passing this Resolution.”

By order of the Board Lau Yee Wa Company Secretary

Hong Kong, 11 April 2018

Principal Place of Business: Suite 2001, 20/F Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Friday, 11 May 2018 to Wednesday, 16 May 2018 (both days inclusive) during which period no transfer of share(s) will be effected. In order to be entitled to attend and vote at the 2018 annual general meeting of the Company, all transfer of share(s), accompanied by the relevant share certificate(s) with the completed transfer form(s) either overleaf or separately, 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 for registration not later than 4: 30 p.m. on Thursday, 10 May 2018.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/ her proxy to attend and vote, on a poll, on his/her behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

3. At the meeting, the chairman of the meeting will exercise his power under bye-law 66 of the Bye-laws of the Company to put each of the above resolutions to the vote by poll.

4. In order to be valid, a 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof, as the case may be.

5. Delivery of a proxy form shall not preclude a member from attending and voting in person at the meeting and in such event, the proxy form shall be deemed to be revoked.

As at the date hereof, the board of directors of the Company comprises Mr. Li Haifeng (Chairman and Chief Executive Officer) and Mr. Wang Ke (Vice President) being executive directors, Mr. Lee Sheng Kuang, James being non-executive director; and Mr. Yau Wing Yiu, Mr. Zhang Zhenyi and Ms. Zheng Xianzhi, being independent non-executive directors.

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