PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR

• If a shareholder wishes to propose a person other than a director (the “Director”) of Carry Wealth Holdings Limited (the “Company”) for election as a Director, the shareholder must deposit a written notice (the “Notice”) to the principal place of business of the Company in Hong Kong at Room 7801-7803, 78th Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong or the branch share registrar of the Company, Tricor Abacus Limited, at 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong for the attention of the company secretary of the Company.
• The Notice must state clearly the name of the shareholder and his/her/their shareholding(s), the full name of the person proposed for election as a Director, including the person’s biographical details as required by Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and be signed by the shareholder concerned (other than the person to be proposed). The Notice must also be accompanied by a letter of consent signed by the person proposed to be elected on his/her willingness to be elected as a Director.
• The period for lodgment of the Notice will commence no earlier than the day after the despatch of the notice by the Company of the general meeting appointed for election of directors of the Company and end no later than 7 days prior to the date of such general meeting. If the Notice is received less than 15 days prior to the date of the general meeting, the Company will need to consider the adjournment of the general meeting in order to give shareholders 14 days' notice of the proposal.
• The Notice will be verified with the Company's branch share registrar and upon their confirmation that the request is proper and in order, the company secretary of the Company will ask the nomination committee of the Company and the board of directors of the Company to consider to include the resolution in the agenda for the general meeting proposing such person to be elected as a Director.