Planetree International Development Limited — AGM Information 2004

Mar 29, 2004

NOTICE OF ANNUAL GENERAL MEETING

YUGANG INTERNATIONAL LIMITED （渝港國際有限公司） [*]

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at Boardroom I, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Thursday, 6 May 2004 at 11:30 a.m. to transact the following ordinary business:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2003.

2. To declare a final dividend of HK$0.002 per share in respect of the year ended 31 December 2003.

3. To re-elect the retiring directors and authorize the board of directors to fix the remuneration of the directors.

4. To appoint auditors and authorise the board of directors to fix their remuneration.

By way of special business:—

1. To consider, and if thought fit, pass with or without amendments each of the following resolutions, which will be proposed as Ordinary Resolution Nos. 5 to 7 of the meeting:

ORDINARY RESOLUTIONS

ORDINARY RESOLUTION NO. 5 — GENERAL MANDATE

“It was RESOLVED THAT :

• 5.1. a general mandate be and is hereby unconditionally given to the directors of the Company (“Directors”) to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with unissued shares of the Company (“Shares”) or securities convertible into Shares or options, warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements or options which would or might require the exercise of such powers either during or after the Relevant Period, in addition to any Shares which may be issued on a Rights Issue (as hereinafter defined) or under any option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of the Company and/or any of its subsidiaries or any other eligible person(s) of Shares or rights to acquire Shares or upon the exercise of

* For identification purposes only.

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NOTICE OF ANNUAL GENERAL MEETING

rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into Shares of the Company or any scrip dividend pursuant to the bye-laws of the Company from time to time, not exceeding twenty percent. of the aggregate nominal value of the share capital of the Company in issue as at the date of this Resolution; and

• 5.2. for the purposes of this Resolution:

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

• (a) the conclusion of the next Annual General Meeting of the Company;

• (b) the expiration of the period within which the next Annual General Meeting of the Company is required by law or the bye-laws of the Company to be held; or

• (c) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting.”

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognised regulatory body or any stock exchange applicable to the Company).”

ORDINARY RESOLUTION NO. 6 — REPURCHASE MANDATE

1. “ THAT there be granted to the Directors an unconditional general mandate to repurchase Shares and, where applicable, warrants issued by the Company (“Warrants”) (which Shares and Warrants are together called “Securities”), and that the exercise by the Directors of all powers of the Company to purchase Securities subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved, subject to the following conditions:

2. 6.1. such mandate shall not extend beyond the Relevant Period;

3. 6.2. such mandate shall authorise the Directors to procure the Company to repurchase Securities at such price as the Directors may at their discretion determine;

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NOTICE OF ANNUAL GENERAL MEETING

• 6.3. the Shares to be repurchased by the Company pursuant to paragraph 6.1 of this Resolution during the Relevant Period shall be no more than ten percent. of the Shares in issue at the date of passing of this Resolution and the Warrants to be repurchased by the Company pursuant to paragraph 6.1of this Resolution during the Relevant Period shall not exceed 10% of the Warrants in issue at the date of this Resolution; and

• 6.4. for the purpose of this Resolution:

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

• (a) the conclusion of the next Annual General Meeting of the Company;

• (b) the expiration of the period within which the next Annual General Meeting of the Company is required by law or the bye-laws of the Company to be held; or

• (c) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting.”

ORDINARY RESOLUTION NO. 7 — EXTENSION MANDATE

1. “ THAT , subject to the availability of unissued share capital and conditional upon the passing of the Ordinary Resolutions nos. 5 and 6 as set out in the notice convening this meeting, the aggregate nominal amount of the Shares which are repurchased by the Company pursuant to and in accordance with Ordinary Resolution no. 6 set out in the notice convening this meeting shall be added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with Ordinary Resolution no. 5 set out in the notice convening this meeting.”

By Order of the Board

Albert T. da Rosa, Jr.

Secretary

Hong Kong, 26 March 2004

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The Register of Members will be closed from Tuesday, 4 May 2004 to Thursday, 6 May 2004 (both days inclusive), during which period no share transfer will be registered. In order to be entitled to the recommended final dividend and to vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch registrar, Tengis Limited at Ground Floor, Bank of East Asia, Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 3 May 2004.

2. A member who is a holder of two or more shares, and who is entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more than one proxy or a duly authorised corporate representative to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending the Annual General Meeting and voting in person. In such event, his form of proxy will be deemed to have been revoked.

3. In order to be valid, the form of proxy, which will be enclosed with the circular relating to general mandate of the Company, 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 deposited at the principal place of business of the Company in Hong Kong at Rooms 3301-3307 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Annual General Meeting or any adjournment.

4. With regard to items 5 to 7 above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company by the exercise of such power.

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