XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — Proxy Solicitation & Information Statement 2023

Apr 21, 2023

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

PROXY FORM Annual General Meeting (the “Meeting”) to be held on 29 May 2023

I/We (Note 2) of

being a shareholder

of Carry Wealth Holdings Limited (the “Company”) hereby appoint of or failing him/her the duly appointed Chairman of the Meeting (Note 3) 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 Monday, 29 May 2023 at 2:30 p.m. at Room 7801-7803, 78th Floor, The Centre, 99 Queen’s Road Central, Central, Hong Kong and at any adjournment thereof and, in particular, to vote in respect of the undermentioned resolutions as indicated:

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	F	OR(Note 4)	AGAINST(Note 4)
1.	To receive and adopt the audited financial statements and report of the directors and the independent auditor’s report for theyear ended 31 December 2022
2.	(i)	To re-elect Ms. Ma Xiaoqiu as an executive director;
	(ii)	To re-elect Mr. TsangChun Ho Anthonyas an executive director;
	(iii)	To re-elect Mr. Choi Tan Yee as an executive director;
	(iv)	To re-elect Mr. JiangJinbo as an executive director;
	(v)	To re-elect Ms. Chen Jun as an executive director;
	(vi)	To re-elect Mr. WangTianzi as an independent non-executive director;
	(vii)	To re-elect Mr. WangFan as an independent non-executive director;
	(viii)	To re-elect Mr. ChengWai Hei as an independent non-executive director;
	(ix)	To re-elect Mr. PengPengas an independent non-executive director;
	(x)	To authorise the board of directors of the Company to fix the remuneration of the respective directors of the Company
3.	To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorise the board of directors of the Companyto fix its remuneration
4.	To approve the general mandate to allot, issue and otherwise deal with additional shares in the Company
5.	To approve thegeneral mandate to repurchase issued shares in the Company
6.	To extend the general mandate to allot, issue and otherwise deal with the shares repurchased by the Company
	SPECIAL RESOLUTION
7.	To approve the proposed amendments to the existing bye-laws of the Company and to adopt the amended and restated bye-laws as the new bye-laws of the Company in substitution for, and to the exclusion of, the existing bye-laws of the Company with immediate effect after the close of the Meeting and to authorise any director or company secretary of the Company to do all things necessaryto implement the adoption of the new bye-laws of the Company
As witn	ess my/our hand this		day o	f 2023 Signature(s) (Note 5)
						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/her 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.

4. Please indicate with a “✓” 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.

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. 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.

7. 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/her proxy to attend and vote instead of him/her 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 who is a holder of two or more shares 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.

8. 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 and transfer agent in Hong Kong, Tricor Abacus Limited at 17F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof, as the case may be.

9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

10. Please refer to the notice of the Meeting for the full text of all resolutions.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the above address.