Planetree International Development Limited — AGM Information 2008

Apr 1, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspects of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in YUGANG INTERNATIONAL LIMITED , you should at once hand this circular and the accompanying form of proxy to the purchaser(s), transferee(s) or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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YUGANG INTERNATIONAL LIMITED （渝港國際有限公司）*

(Incorporated in Bermuda with limited liability)

(Stock Code: 613)

CIRCULAR ON GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES OF THE COMPANY, ELECTION/RE-ELECTION OF DIRECTORS, REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Yugang International Limited to be held on Friday, 2 May 2008 at 11:00 a.m. at Salon I & II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 16 to 19 of this circular. A form of proxy for use at the meeting is enclosed.

Whether or not you intend to attend the meeting, you are advised to read the notice and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the principal place of business of the Company in Hong Kong at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting of the Company or any adjournment thereof. Completion and return of form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

Hong Kong, 2 April 2008

• For identification purposes only.

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the Board
1.	Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Election/Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Refreshment of Share Option Scheme Mandate Limit. . . . . . . . . . . . . . .	5
6.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Poll Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	— Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Biographical Details of the Directors
	to be Elected/Re-elected. . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

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DEFINITIONS

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

“AGM Notice”	The notice convening the Annual General Meeting set out on
	pages 16 to 19 of this circular;
“Annual General Meeting”	The annual general meeting of the Company to be held at
	Salon I & II, Mezzanine Floor, Grand Hyatt Hong Kong, 1
	Harbour Road, Wanchai, Hong Kong on Friday, 2 May 2008 at
	11:00 a.m. or, where the context so admits, any adjournment
	thereof;
“Board”	The board of Directors of the Company;
“Bye-laws”	The bye-laws of the Company;
“Companies Act”	The Companies Act 1981 of Bermuda (as amended from time
	to time);
“Company”	Yugang International Limited, a company incorporated in
	Bermuda with limited liability and the issued Shares of which
	are listed on the main board of the Stock Exchange;
“Director(s)”	The director(s) of the Company;
“General Mandate”	The general mandate to the Directors to issue Shares
	representing up to 20% of the aggregate nominal amount
	of the share capital of the Company in issue at the date of
	passing of the resolution;
“Group”	The Company and its subsidiaries;
“Hong Kong”	The Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Latest Practicable Date”	27 March 2008, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information referred to in this circular;
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange;

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DEFINITIONS

“Repurchase Mandate”	A general mandate to be granted to the Directors to exercise
	the powers of the Company to repurchase on the Stock
	Exchange Shares representing up to a maximum of 10% of the
	aggregate nominal amount of the share capital of the Company
	in issue at the date of passing of the resolution;
“SFO”	Securities and Futures Ordinance (Cap.571, Laws of Hong
	Kong)
“Share Option Scheme”	The share option scheme adopted by the Company by way of
	shareholders’ resolution passed on 29 April 2005;
“Share Option Scheme	The maximum number of Shares which may be issued upon
Mandate Limit”	the exercise of all options to be granted under the Share
	Option Scheme and any other share option schemes of the
	Company, which shall not exceed 10% of the Shares in
	issue on 11 May 2007, being the date on which the Share
	Option Scheme Mandate Limit was last refreshed by way of
	shareholders’ resolution;
“Shareholder(s)”	Holder(s) of Shares;
“Share(s)”	Share(s) of HK$0.01 each in the share capital of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeover Code”	The Codes on Takeovers and Mergers and Share Repurchase;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	Per cent.

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LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 613)

Executive Directors:

Mr. Cheung Chung Kiu (Chairman) Mr. Yuen Wing Shing (Managing Director) Mr. Zhang Qing Xin

Mr. Lam Hiu Lo

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

Mr. Liang Kang

Head Office and Principal Place of

Non-Executive Directors:

Mr. Lee Ka Sze, Carmelo Mr. Wong Yat Fai

Independent Non-Executive Directors:

Mr. Luk Yu King, James Mr. Ng Kwok Fu

Business in Hong Kong: Rooms 3301-3307 China Resources Building 26 Harbour Road Wanchai Hong Kong

Mr. Leung Yu Ming, Steven

2 April 2008

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES OF THE COMPANY, ELECTION/RE-ELECTION OF DIRECTORS, REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT, AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and information regarding ordinary resolutions to be proposed at the Annual General Meeting relating to (i) the General Mandate and the Repurchase Mandate; (ii) election and re-election of Directors; and (iii) refreshment of the Share Option Scheme Mandate Limit.

* For identification purposes only.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors a general and unconditional mandate to issue further Shares. The aggregate number of Shares allotted or agreed to be allotted under this General Mandate must not exceed the aggregate of 20% of the issued share capital of the Company at the date of passing of the resolution.

Based on the total number of 9,305,276,756 Shares in issue as at the Latest Practicable Date, if the General Mandate referred to the above is exercised in full, it will result in the Directors being authorised to issue, allot and deal with a maximum of 1,861,055,351 Shares.

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the Annual General Meeting to approve and give the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase Shares. The number of Shares which the Company is authorized to purchase on the Stock Exchange or on another stock exchange recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Takeover Code may not exceed 10% of the issued share capital of the Company at the date of the passing of the resolution until the next annual general meeting of the Company following the passing of the said ordinary resolution or such earlier period as stated in the said ordinary resolution.

An explanatory statement to provide the Shareholders with all the information reasonably necessary for them to make an informed decision in relation to this proposed resolution as required by the Listing Rules concerning the regulation of repurchases by companies of their own securities on the Stock Exchange is set out in Appendix I to this circular.

The authority conferred on the Directors by the General Mandate and the Repurchase Mandate would continue in force until 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 or the Bye-laws to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

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LETTER FROM THE BOARD

ELECTION/RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 87 of the Bye-laws, the following Directors will retire by rotation at the conclusion of the Annual General Meeting and, being eligible, will offer themselves for reelection:

Executive Directors

Mr. Yuen Wing Shing

Mr. Liang Kang

Non-Executive Director

Mr. Wong Yat Fai

Besides, pursuant to Bye-law 86(2) of the Bye-laws, the following Directors shall retire at the Annual General Meeting and, being eligible, will offer themselves for election by the Shareholders at the Annual General Meeting:

Independent Non-Executive Directors

Mr. Luk Yu King, James

Mr. Leung Yu Ming, Steven

Particulars of the above Directors who are proposed to be elected/re-elected at the Annual General Meeting are set out in Appendix II to this circular.

REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT

The existing Share Option Scheme was adopted by the Company by way of shareholders’ resolution passed on 29 April 2005. The purpose of the Share Option Scheme is to recognize and motivate the contribution of employees and other person(s) who may make a contribution to the Group and to provide incentives and help the Group in retaining its existing employees and recruiting additional employees and to provide them with a direct economic interest in attaining the long term business objectives of the Group. Apart from the existing Share Option Scheme, the Company had no other share option scheme as at the Latest Practicable Date.

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LETTER FROM THE BOARD

The maximum number of Shares which may be issued upon the exercise of all share options to be granted under the Share Option Scheme Mandate Limit is 901,432,170 Shares. On 31 July 2007, holder of the convertible note which was issued by the Company exercised the conversion rights attaching to the convertible note and converted all the remaining convertible note into 290,955,056 Shares at the price of HK$0.089 per Share. As a result of the said conversion, the number of issued Shares increased from 9,014,321,700 to 9,305,276,756. Unless the refreshment of Share Option Scheme Mandate Limit is approved, only up to 901,432,170 Shares may be issued pursuant to the grants of share options under the existing Share Option Scheme. The Board wishes to retain flexibility to be able to make new grants of share options under the existing Share Option Scheme and the Directors consider that the refreshment of Share Option Scheme Mandate Limit will be in the interests of the Company as the existing Share Option Scheme can continue to serve its purpose of providing incentives to the participants to work towards achieving the goals of the Group.

Up to the Latest Practicable Date, no share option was granted under the existing Share Option Scheme and there was no outstanding share option from the adoption date of the existing Share Option Scheme up to the Latest Practicable Date.

Pursuant to paragraph 29 of the existing Share Option Scheme, the Company may seek approval of its Shareholders in general meeting to renew the Share Option Scheme Mandate Limit provided that the Share Option Scheme Mandate Limit so renewed must not exceed 10% of the Shares in issue at the date of approval of the renewal by the Shareholders. Options previously granted under existing Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the scheme or exercised options) will not be counted for the purpose of calculating the “refreshed” Share Option Scheme Mandate Limit.

The number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the existing Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the total number of Shares in issue from time to time.

On the basis of 9,305,276,756 Shares in issue as at the Latest Practicable Date and assuming that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Share Option Scheme Mandate Limit may be “refreshed” to enable grant of further share options to subscribe up to 930,527,675 Shares, representing 10% of the Shares in issue as at the date of the Annual General Meeting.

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LETTER FROM THE BOARD

The refreshment of the Share Option Scheme Mandate Limit is conditional upon:

• (1) the passing of an ordinary resolution by the Shareholders to approve the refreshment of the Share Option Scheme Mandate Limit at the Annual General Meeting; and

• (2) the Stock Exchange granting the listing of, and permission to deal in, such number of Shares representing 10% of the Shares in issue at the date of the Annual General Meeting, which may fall to be issued pursuant to the exercise of the share options granted under the “refreshed” Share Option Scheme Mandate Limit.

Application will be made to the Stock Exchange for the listing of and the permission to deal in the Shares to be issued pursuant to the exercise of share options granted under the “refreshed” Share Option Scheme Mandate Limit.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held on 2 May 2008 is set out on pages 16 to 19 of the circular to consider the resolutions relating to, inter alia, the General Mandate, the Repurchase Mandate, election/re-election of Directors and refreshment of the Share Option Scheme Mandate Limit.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy and return it to the Company’s principal place of business in Hong Kong at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the Annual General Meeting or any adjournment if they so wish.

POLL DEMAND

According to the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded. A poll may be demanded by:

• a. the chairman of such meeting, or

• b. at least three Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting, or

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LETTER FROM THE BOARD

• c. a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting, or

• d. a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. On a poll votes may be given either personally or by proxy. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

RESPONSIBILITY OF THE DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the General Mandate, the Repurchase Mandate, election/reelection of Directors and refreshment of the Share Option Scheme Mandate Limit as aforesaid are in the best interests of the Company and its Shareholders and accordingly recommend that you should vote in favour of the resolutions set out in the AGM Notice.

By Order of the Board Yugang International Limited YUEN WING SHING Managing Director

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EXPLANATORY STATEMENT

APPENDIX I

This explanatory statement contains all the information required pursuant to rule 10.06(1)(b) and other relevant provisions of the Listing Rules.

THE SHARE REPURCHASE RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their fully paid up shares on the Stock Exchange subject to certain restrictions. In this regard, the definition of “shares” in the Listing Rules would, and where used below in this explanatory statement (including the use of the word “share”) shall (unless the context otherwise requires) include shares of all classes and securities which carry a right to subscribe or purchase shares.

EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 9,305,276,756 existing Shares in issue as at the Latest Practicable Date and on the basis that no new Shares are issued or repurchased prior to the date of the resolution approving the Repurchase Mandate, could accordingly result in up to 930,527,675 Shares as at the date of the Annual General Meeting, being repurchased by the Company during the course of the period from the date of resolution granting the Repurchase Mandate until the earlier of the conclusion of the next annual general meeting of the Company, the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held or the revocation or variation of the existing Repurchase Mandate by Shareholders in general meeting.

REASONS FOR REPURCHASES

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

FUNDING OF REPURCHASES

In repurchasing its Shares, the Company may only apply funds legally available for such purpose in accordance with its Bye-laws and the laws of Bermuda.

Under Bermuda law, repurchases may only be effected out of the capital paid up on the repurchased shares or out of funds of the company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purpose. Any

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EXPLANATORY STATEMENT

APPENDIX I

premium payable on a purchase over the par value of the shares to be purchased must be provided for out of funds of the company otherwise available for dividend or distribution or out of the company’s share premium account.

As compared with the position as disclosed in the Company’s most recent published audited accounts for the year ended 31 December 2007 and taking into account the current working capital position of the Company, the Directors consider that no material adverse effect on the working capital and gearing position of the Company may result in the event that the Repurchase Mandate was to be exercised in full in the period before the Repurchase Mandate expires. The Directors however do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

EFFECT OF TAKEOVER CODE

If, as a result of a Share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeover Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert could as a result of increase of its or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeover Code.

As at the Latest Practicable Date, the following persons hold the following percentage of the Shares:

	Number of shares of	Percentage
Name	HK$0.01 each	of holding
Palin Holdings Limited_(Note 1)_	3,194,434,684	34.33%
Chongqing Industrial Limited_(Note 2)_	3,194,434,684	34.33%
Timmex Investment Limited	851,955,056	9.16%
Cheung Chung Kiu_(Note3)_	4,099,709,740	44.06%

Notes:

• (1) Palin Holdings Limited is a trustee for Palin Discretionary Trust, a family discretionary trust, the beneficiaries include Mr. Cheung Chung Kiu and his family. The voting rights of these Shares are exercisable by Chongqing Industrial Limited (“CQI”), in which Palin Holdings Limited holds 65% interest indirectly.

• (2) The voting rights of these Shares are exercisable by CQI which is controlled by Mr. Cheung Chung Kiu.

• (3) Out of 4,099,709,740 Shares, 3,194,434,684 Shares are held by CQI, 851,955,056 Shares are held by Timmex Investment Limited (“Timmex”) and 53,320,000 Shares are held by Mr. Cheung Chung Kiu personally.

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EXPLANATORY STATEMENT

APPENDIX I

If, which is not presently contemplated, the Company was to exercise the Repurchase Mandate in full, the percentage shareholding of Palin Holdings Limited, CQI, Timmex and Mr. Cheung Chung Kiu in aggregate would increase from 44.06% to 48.95% and they (including other companies or persons acting in concert with them) would then be obligated to make a mandatory offer in accordance with rule 26 of the Takeover Code.

However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, cause Palin Holdings Limited, CQI, Timmex and/or Mr. Cheung Chung Kiu to become obligated to make a mandatory offer in accordance with rule 26 of the Takeover Code.

GENERAL

To the best of the Directors’ knowledge and having made all reasonable enquiries, none of the Directors nor any of their associates (as defined in the Listing Rules) have any present intention in the event that the Repurchase Mandate is approved by Shareholders to sell Shares to the Company.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate was approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

The Company has not repurchased any of its Shares, whether on the Stock Exchange or otherwise, during the previous six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during the previous twelve months prior to the date of this circular were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
March 2007	0.290		0.122
April 2007	0.295		0.178
May 2007	0.320		0.193
June 2007	0.325		0.245
July 2007	0.315		0.235
August 2007	0.285		0.156
September 2007	0.270		0.200
October 2007	0.385		0.248
November 2007	0.365		0.260
December 2007	0.300		0.224
January 2008	0.265		0.160
February 2008	0.218		0.164
March 2008 (up to the Latest Practicable Date)	0.198		0.135

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BIOGRAPHICAL DETAILS OF THE DIRECTORS TO BE ELECTED/RE-ELECTED

APPENDIX II

Particulars of Directors to be elected/re-elected at the Annual General Meeting are set out below:

YUEN WING SHING – EXECUTIVE DIRECTOR

Yuen Wing Shing , aged 61, was appointed as Executive Director of the Company in June 1993 and the Managing Director of the Company on 1 January 2005. He is responsible for the Group’s administration and business operations. Mr. Yuen holds a diploma in management studies from The Hong Kong Polytechnic University. Prior to joining the Company, he had held senior management positions with a major bank in Hong Kong for over 20 years. He is also an executive director of Y.T. Realty Group Limited (“Y. T. Realty”) and The CrossHarbour (Holdings) Limited (“Cross-Harbour”). In addition, Mr. Yuen is a non-executive director of Silver Grant International Industries Ltd. All of the above companies are listed on the Stock Exchange.

Mr. Yuen was a director of Score Target Investment Limited (“Score Target”), a company incorporated in Hong Kong and an indirect wholly owned subsidiary of Y. T. Realty. Score Target mainly engaged in property trading in Hong Kong. The shareholders of Score Target passed a special resolution on 21 September 2004 and resolved that the company be wound up voluntarily under section 228 of the Companies Ordinance. Score Target was dissolved on 28 February 2007.

Save as disclosed above, Mr. Yuen did not hold any directorships in other listed public companies in the last three years.

The Company has not entered into any service contract with Mr. Yuen. Mr. Yuen is subject to retirement by rotation and re-election at least once every three years in accordance with the Bye-laws. The emoluments of Mr. Yuen are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualifications, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Yuen’s emoluments for the year ended 31 December 2007 were HK$3,892,000.

LIANG KANG – EXECUTIVE DIRECTOR

Liang Kang , aged 65, was appointed as Executive Director of the Company in June 1995. He is mainly responsible for the sales and marketing of the Group’s trading business in the PRC. Prior to joining the Company, he had been engaged in the trading business in the PRC for over 15 years.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS TO BE ELECTED/RE-ELECTED

APPENDIX II

Save as disclosed above, Mr. Liang did not hold any directorships in other listed public companies in the last three years.

The Company has not entered into any service contract with Mr. Liang. Mr. Liang is subject to retirement by rotation and re-election at least once every three years in accordance with the Bye-laws. The emoluments of Mr. Liang are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualifications, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Liang’s emoluments for the year ended 31 December 2007 were HK$1,680,000.

WONG YAT FAI – NON-EXECUTIVE DIRECTOR

Wong Yat Fai , aged 48, was appointed as Independent Non-executive Director of the Company on 30 September 2004 and re-designated as Non-executive Director of the Company on 1 October 2007. Mr. Wong holds a professional diploma in banking from The Hong Kong Polytechnic University. He has over 13 years of working experience with an international banking group. He is an executive director of GR Vietnam Holdings Limited and a non-executive director of Y. T. Realty, Cross-Harbour and C C Land Holdings Limited. All of the above companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Wong did not hold any directorships in other listed public companies in the last three years.

The Company has entered into a service contract with Mr. Wong for a term of three years until the conclusion of the annual general meeting of the Company to be held in 2009. The emoluments of Mr. Wong are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualifications, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Wong’s emoluments for the year ended 31 December 2007 were HK$200,000.

LUK YU KING, JAMES – INDEPENDENT NON-EXECUTIVE DIRECTOR

Luk Yu King, James , aged 53, was appointed as Independent Non-executive Director of the Company on 10 September 2007. Mr. Luk graduated from the University of Hong Kong with a Bachelor of Science degree. He is a fellow of The Association of Chartered Certified Accountants in the United Kingdom, an associate of the Hong Kong Institute of Certified Public Accountants and an ordinary member of Hong Kong Securities Institute. Mr. Luk has over ten years of experience in corporate finance, securities and commodities trading business with several international and local financial institutions. Mr. Luk is an independent non-executive director of Y.T. Realty and Cross-Harbour. Mr. Luk was an independent nonexecutive director of Longlife Group Holdings Limited but resigned on 30 November 2007. All of the above companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Luk did not hold any directorships in other listed public companies in the last three years.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS TO BE ELECTED/RE-ELECTED

APPENDIX II

The Company has not entered into any service contract with Mr. Luk. Mr. Luk is subject to election by the shareholders at the Annual General Meeting. The emoluments of Mr. Luk are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualifications, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Luk did not receive any emoluments for the year ended 31 December 2007.

LEUNG YU MING, STEVEN – INDEPENDENT NON-EXECUTIVE DIRECTOR

Leung Yu Ming, Steven , aged 48, was appointed as Independent Non-executive Director of the Company on 1 October 2007. Mr. Leung holds the degree of Master in Accountancy from Charles Sturt University in Australia and the degree of Bachelor of Social Sciences from the Chinese University of Hong Kong. Mr. Leung is an associate member of The Institute of Chartered Accountants in England and Wales, and a fellow of The Association of Chartered Certified Accountants in the UK, the Hong Kong Institute of Certified Public Accountants and The Taxation Institute of Hong Kong. Mr. Leung is also a practising certified public accountant in Hong Kong and a certified practising accountant of CPA Australia. Mr. Leung previously worked in Nomura International (Hong Kong) Limited as an Assistant Vice-President in the International Finance and Corporate Finance Department. He commenced public practice in auditing and taxation in 1990 and is currently the senior partner of a firm of certified public accountants. Mr. Leung has over 22 years of experience in assurance, accounting, taxation, financial management and corporate finance. Mr. Leung is an independent non-executive director of Y.T. Realty, Cross-Harbour, C C Land Holdings Limited and Suga International Holdings Limited, the shares of all these companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Leung did not hold any directorships in other listed public companies in the last three years.

The Company has not entered into any service contract with Mr. Leung. Mr. Leung is subject to election by the shareholders at the Annual General Meeting. The emoluments of Mr. Leung are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualifications, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Leung did not receive any emoluments for the year ended 31 December 2007.

OTHER INFORMATION

Save as disclosed herein, none of the above Directors to be elected/re-elected have any relationship with any other Director, senior management or substantial or controlling Shareholders of the Company, they do not have interests in Shares within the meaning of Part XV of the SFO, and there is no information which is discloseable nor are/were the above Directors to be elected/re-elected involved in any of the matters required 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, and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 613)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (“Annual General Meeting”) of Yugang International Limited (the “Company”) will be held at Salon I & II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 2 May 2008 at 11:00 a.m. to transact the following ordinary businesses:

1. To receive and consider the audited consolidated financial statements for the year ended 31 December 2007 and the reports of directors and auditors.

2. To declare a final dividend of HK$0.003 per share of the Company in respect of the year ended 31 December 2007.

3. To elect or re-elect directors of the Company (“Directors”) and authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

4. To re-appoint auditors and authorize the Board to fix their remuneration.

5. By way of special business, 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 8 of the meeting:

ORDINARY RESOLUTIONS

Ordinary Resolution No. 5 – General Mandate

“ THAT :

• 5.1. a general mandate be and is hereby unconditionally given to the 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

* For identification purposes only.

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NOTICE OF ANNUAL GENERAL MEETING

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 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 or any scrip dividend pursuant to the bye-laws of the Company (“Bye-laws”) 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 Bye-laws 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 (“Shareholders”) 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 that the exercise by the Directors of all powers of the Company to purchase Shares subject to and in accordance with all applicable laws and regulations, 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 authorize the Directors to procure the Company to repurchase Shares 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

• 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 Bye-laws 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 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.”

Ordinary Resolution No. 8 – Refreshment of Share Option Scheme Mandate Limit

1. “ THAT the existing share option scheme mandate limit effected on 11 May 2007 in respect of the granting of share options to subscribe for Shares under the share option scheme adopted on 29 April 2005 (the “Share Option Scheme”) be refreshed and renewed provided that the total number of Shares which may be allotted and issued pursuant to the grant or exercise of the share options under the Share Option Scheme (excluding share options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme and other share option schemes of the Company) shall not exceed 10% of the Shares in issue at the date of passing of this resolution (the “Refreshed Limit”) and subject to The Stock Exchange of Hong Kong Limited granting the listing of and

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NOTICE OF ANNUAL GENERAL MEETING

permission to deal in such number of Shares to be issued pursuant to the exercise of the share options granted under the Refreshed Limit and compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Directors be and are hereby authorized to grant share options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with the Shares pursuant to the exercise of such share options.”

By Order of the Board Albert T. da Rosa, Jr. Company Secretary

Hong Kong, 2 April 2008

Notes:

1. The Register of Members will be closed from Wednesday, 30 April 2008 to Friday, 2 May 2008 (both days inclusive), during which period no share transfer will be registered. In order to be eligible to attend and vote at the Annual General Meeting and to qualify for the recommended final dividend, all transfers documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrars, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on 29 April 2008.

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 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 thereof .

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