Planetree International Development Limited — AGM Information 2009

Apr 8, 2009

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, together with the enclosed form of proxy to the purchaser(s), transferee(s), the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Incorporated in Bermuda with limited liability) (Stock Code: 613)

CIRCULAR ON

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Yugang International Limited to be held on Friday, 15 May 2009 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 12 to 14 of this circular.

Whether or not you intend to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business 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 later 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 the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish.

• For identification purposes only.

Hong Kong, 9 April 2009

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. Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6. Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II — Biographical Details of Directors Proposed for Re-election . . . . . . .	9
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

— i —

DEFINITIONS

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

“AGM” 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, 15 May 2009 at 11:00 a.m. or, where the context so admits, any adjournment thereof; “AGM Notice” The notice convening the AGM set out on pages 12 to 14 of this circular; “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; “Issue Mandate” A general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with new Shares representing up to 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM; “Group” The Company and its subsidiaries; “Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China; “Latest Practicable Date” 6 April 2009, 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” The Rules Governing the Listing of Securities on the Stock Exchange; “Repurchase Mandate” A general and unconditional mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase shares of the Company representing up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM;

— 1 —

	DEFINITIONS
“SFO”	Securities and Futures Ordinance (Cap.571, Laws of Hong
	Kong)
“Shareholder(s)”	Holder(s) of Shares of the Company;
“Share(s)”	Ordinary 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.

— 2 —

LETTER FROM THE BOARD

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 Mr. Liang Kang

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 Mr. Leung Yu Ming, Steven

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

Head Office and Principal Place of Business in Hong Kong Rooms 3301-3307 China Resources Building 26 Harbour Road Wanchai Hong Kong 9 April 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the AGM Notice and information regarding resolutions to be proposed at the AGM relating to (i) the grant of Issue Mandate and the Repurchase Mandate; and(ii) re-election of retiring Directors.

* For identification purposes only.

— 3 —

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with new Shares of the Company. The aggregate number of Shares allotted or agreed to be allotted under this Issue Mandate must not exceed the aggregate of 20% of the issued share capital of the Company at the date of passing of the relevant resolution at the AGM.

Based on the total number of 9,305,276,756 Shares in issue as at the Latest Practicable Date, if the Issue 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 AGM to grant to the Directors a general and unconditional mandate to exercise the powers to repurchase Shares of the Company. The number of Shares which is authorized to repurchase 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 passing of the relevant resolution at the AGM.

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 Issue 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.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87 of the Bye-laws, the following Directors will retire by rotation at the conclusion of the AGM and being eligible, will offer themselves for re-election:

Executive Directors

Mr. Zhang Qing Xin Mr. Lam Hiu Lo

Non-Executive Director

Mr. Carmelo Lee Ka Sze

Independent Non-Executive Director

Mr. Ng Kwok Fu

Particulars of Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

— 4 —

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The Company will convene the AGM at 11:00 a.m. on 15 May 2009 at Salon I & II, Mezzanine Floor, Grand Hyatt Hong Kong at which resolutions will be proposed for the purpose of considering and if thought fit, approving, inter alia, the resolutions proposed in this circular. The notice of the AGM is set out on pages 12 to 14 of this circular.

A form of proxy for use at the AGM is enclosed herewith. 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 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the AGM or any adjournment if they so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Bye-law 66 of the Bye-laws.

RECOMMENDATION

The Board considers that the granting of the Issue Mandate and the Repurchase Mandate and re-election of retiring Directors at the AGM are in the best interests of the Company and Shareholders. Accordingly, the Board recommends that you should vote in favour of the resolutions set out in the AGM Notice.

Yours faithfully, For and on behalf of the Board YUEN WING SHING Managing Director

— 5 —

EXPLANATORY STATEMENT

APPENDIX I

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Repurchase Mandate.

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 AGM, 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 for the Directors to have a general authority from Shareholders to enable the Company 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 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 2008 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

— 6 —

APPENDIX I

EXPLANATORY STATEMENT

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 of the Company:

	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 (Note3)	851,955,056	9.16%
Cheung Chung Kiu (Note 4)	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”).

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

• (3) Timmex Investment Limited (“Timmex”) is 100% beneficially owned by Mr. Cheung Chung Kiu.

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

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.

— 7 —

EXPLANATORY STATEMENT

APPENDIX I

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 Mr. Cheung Chung Kiu to oblige 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) has any present intention to sell Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

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.

UNDERTAKING OF THE DIRECTORS

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

REPURCHASED BY THE COMPANY

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.

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$
April 2008	0.163		0.143
May 2008	0.166		0.133
June 2008	0.139		0.111
July 2008	0.112		0.097
August 2008	0.103		0.066
September 2008	0.073		0.044
October 2008	0.051		0.025
November 2008	0.045		0.032
December2008	0.069		0.035
January 2009	0.067		0.048
February 2009	0.059		0.049
March 2009	0.052		0.040
April 2009 (up to the Latest Practicable Date)	0.067		0.048

— 8 —

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Particulars of Directors to be re-elected at the AGM are set out below:

ZHANG QING XIN

Executive Director

Zhang Qing Xin , aged 72, was appointed an Executive Director of the Company in December 1995. Mr. Zhang has over 20 years of experience in import and export trading business. Prior to joining the Company, he had been the Deputy General Manager of a foreign trade enterprise for more than 10 years. Mr. Zhang is the director of Chongqing Industrial Ltd, the major shareholder of the Company. Further, Mr. Zhang is the father of Mr. Cheung Chung Kiu, the Chairman of the Company. Save as disclosed above, Mr. Zhang did not hold any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Zhang owns 13,600,000 Shares of the Company. Save as disclosed herein, Mr. Zhang does not have any interests in Shares within the meaning of Part XV of the SFO.

In accordance with the Bye-laws, Mr. Zhang shall retire as a Director at the AGM and, being eligible, shall be re-elected for a term of not more than three years expiring at the conclusion of the annual general meeting of the Company to be held in the third year following the year of his appointment. The emoluments of Mr. Zhang are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualification, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Zhang’s emoluments for the year ended 31 December 2008 were HK$2,480,000.

LAM HIU LO

Executive Director

Lam Hiu Lo , aged 47, was appointed an Executive Director of the Company in 1993. He is mainly responsible for the sales and marketing of the Group’s trading business in the PRC. Mr. Lam has over 23 years of experience in trading with PRC parties. He is an executive director of CC Land Holdings Limited, whose shares are traded on the Stock Exchange. In addition, Mr. Lam is a director of Yugang International (BVI) Limited, Yugang Finance Limited and New Wealth Limited. Save as disclosed above, Mr. Lam did not hold any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Lam owns 41,800,000 Shares of the Company. Save as disclosed herein, Mr. Lam does not have any interests in Shares within the meaning of Part XV of the SFO.

In accordance with the Bye-laws, Mr. Lam shall retire as a Director at the AGM and, being eligible, shall be re-elected for a term of not more than three years expiring at the conclusion of the annual general meeting of the Company to be held in the third year following the year of his appointment. The emoluments of Mr. Lam are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualification, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Lam’s emoluments for the year ended 31 December 2008 were HK$2,632,000.

— 9 —

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

LEE KA SZE, CARMELO

Non-Executive Director and a member of the Audit Committee

Lee Ka Sze, Carmelo , aged 48, was appointed an Independent Non-executive Director of the Company in 1993 and redesignated as Non-executive Director on 30 September 2004. Mr. Lee received his Bachelor of Laws degree and the Postgraduate Certificate in Laws from The University of Hong Kong. He is a partner of Messrs. Woo, Kwan, Lee & Lo. In addition, Mr. Lee is a non-executive director of Y. T. Realty Group Limited, The Cross-Harbour (Holdings) Limited, China Pharmaceutical Group Limited, Hopewell Holdings Limited, Safety Godown Company Limited, Termbray Industries International (Holdings) Limited, Taifook Securities Group Limited and he is an independent non-executive director of KWG Property Holdings Limited, all being listed public companies in Hong Kong. Save as disclosed above, Mr. Lee did not hold any directorship in other listed public companies in the last three years.

In accordance with the Bye-laws, Mr. Lee shall retire as a Director at the AGM and, being eligible, shall be re-elected for a term of not more than three years expiring at the conclusion of the annual general meeting of the Company to be held in the third year following the year of his appointment. The emoluments of Mr. Lee are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualification, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Lee’s emoluments for the year ended 31 December 2008 were HK$1,000,000.

NG KWOK FU

Independent Non-Executive Director, a member of the Audit Committee and Remuneration Committee

Ng Kwok Fu, aged 37, was appointed an Independent Non-executive Director of the Company on 30th September, 2004. Mr Ng holds a certificate in accounting from Grant MacEwan Community College. Mr. Ng has over 19 years of experience in marketing, trading and purchasing of construction materials and providing technical control, support and management in building projects. He is an independent non-executive director of Y. T. Realty Group Limited and The Cross-Harbour (Holdings) Limited, all being listed public companies in Hong Kong. Save as disclosed above, Mr. Ng did not hold any directorship in other listed public companies in the last three years.

In accordance with the Bye-laws, Mr. Ng shall retire as a Director at the AGM and, being eligible, shall be re-elected for a term of not more than three years expiring at the conclusion of the annual general meeting of the Company to be held in the third year following the year of his appointment. The emoluments of Mr. Ng are determined by the Board (as may be authorised by Shareholders at general meeting from time to time) with reference to his qualification, experience, responsibilities to be undertaken, contribution to the Group, and the prevailing market level or remuneration of similar position. Mr. Ng’s emoluments for the year ended 31 December 2008 were HK$200,000.

— 10 —

APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

OTHER INFORMATION

Save as disclosed herein, none of the above Directors to be re-elected have any relationship with any other Director, senior management or substantial or controlling Shareholders of the Company, they did not have interests in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date, and there is no information which is discloseable nor are/were the above retiring Directors to be 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) 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.

— 11 —

NOTICE OF AGM

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 (“AGM”) 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, 15 May 2009 at 11:00 a.m. to transact the following ordinary businesses:

1. To receive and consider the audited consolidated financial statements of the Company and the reports of directors and auditors for the year ended 31 December 2008;

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

3. To re-appoint Messrs. Ernst & Young as auditors of the Company and to authorize the Board to fix their remuneration;

4. 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. (A), (B) and (C) of the meeting:

ORDINARY RESOLUTIONS

Ordinary Resolution No. (A) — Issue Mandate

“ THAT:

• (a) 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 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

• For identification purposes only.

— 12 —

NOTICE OF AGM

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

• (b) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is 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 Bye-laws to be held; or

• (iii) 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. (B) — Repurchase Mandate

“ THAT :

• (a) 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:

• (i) such mandate shall not extend beyond the Relevant Period;

• (ii) such mandate shall authorize the Directors to procure the Company to repurchase Shares at such price as the Directors may at their discretion determine;

• (iii) the Shares to be repurchased by the Company pursuant to sub paragraph (a) 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

— 13 —

NOTICE OF AGM

• (b) for the purpose of this Resolution

“Relevant Period” means the period from the passing of this Resolution until whichever is 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 Bye-laws to be held; or

• (iii) 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. (C) — Extension Mandate

“ THAT :

• (a) subject to the availability of unissued share capital and conditional upon the passing of the Ordinary Resolutions nos. (A) and (B) 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. (B) 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. (A) set out in the notice convening this meeting.”

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

Hong Kong, 9 April 2009

Notes:

1. A member who is a holder of two or more Shares, and who is entitled to attend and vote at the AGM is entitled to appoint one or more than one proxy or a duly authorised corporate representative to attend and, on a poll, 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 AGM and voting in person. In such event, his form of proxy will be deemed to have been revoked.

2. 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 AGM or any adjournment thereof.

— 14 —