Draft (1) DMN/SCPY 10

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.

(Incorporated in Bermuda with limited liability) Website: http://www.carrywealth.com

(Stock Code: 643)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board is pleased to announce that Mr Liu Run has been appointed as an independent non-executive director and a member of the Audit Committee, Remuneration Committee
and Nomination Committee of the Company with effect from 20 May 2015.

APPOINTMENT OF MR LIU RUN

The board of directors (the "Board") of Carry Wealth Holdings Limited (the "Company") is pleased to announce that Mr Liu Run ("Mr Liu") has been appointed as an independent non- executive director and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company with effect from 20 May 2015. The biographical details of Mr Liu are as follows:-
1
Mr Liu, aged 38, has extensive experience in IT and internet industry and corporate management. Mr Liu was the Strategic Alliance Director of Microsoft (China) Co., Ltd., where he had worked as project manager, team manager and general manager of Microsoft Technology Centers in Jiangxi, Shenzhen and Jiangsu for about 14 years. In 2013, Mr Liu founded the Shanghai Run2Me Management Consulting Co., Ltd., which currently provides private or strategic consultancy to senior executives of listed companies, large multinational companies and internet entrepreneurs. Mr Liu has been a council member of Shanghai Song Ching Ling Foundation, a special member of Hong Kong Centum Charitas Foundation, a co- founder of Quangongyi and the founder of Donate Hour Charity. Mr Liu was named in the Marquis Who's Who in the World of 2009. Mr Liu is active in writing articles and books, giving seminars and training and through consultancy, helping traditional companies in transforming to internet age. Mr Liu is the author of many bestselling books. Mr. Liu Run holds a Bachelor of Sciences degree from Nanjing University and MBA from Fudan University.
Mr Liu has entered into a service contract with the Company for a term of three years commencing from 20 May 2015, which may be terminated by either party thereto giving to the other party notice in writing with a notice period of not less than three months (subject to retirement by rotation and re-election in accordance with the bye-laws of the Company). Mr Liu will be entitled to have a director's fee of HK$120,000 per annum and all of his emoluments will be covered by his service contract. The emoluments of Mr Liu are determined with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition and in accordance with the remuneration policy of the Company.
Mr Liu had not previously held and is not, until his appointment as independent non- executive director, holding any position with the Company and/or its subsidiaries. As at the date of this announcement, Mr Liu does not have interests in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr Liu does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.
In relation to the appointment of Mr Liu, there are no other matters that need to be brought to the attention of the shareholders of the Company, 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 Rules Governing the Listing of Securities on the Stock Exchange.
The Board would like to take this opportunity to express its warm welcome to Mr Liu for joining the Company as an independent non-executive director.
2
By order of the Board of Carry Wealth Holdings Limited Li Haifeng

Chairman

Hong Kong, 20 May 2015

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

independent non-executive directors.

3

distributed by