Planetree International Development Limited — Proxy Solicitation & Information Statement 2000

Sep 12, 2000

YUGANG INTERNATIONAL LIMITED

（ 渝 港 國 際 有 限 公 司 ）*

(incorporated in Bermuda with limited liability)

("the Company")

Notice of Special General Meeting

NOTICE IS HEREBY GIVEN THAT the Special General Meeting of the Company will be held at Rooms 3301-3304, China Resources Building, 26 Habour road, Wanchai, Hong Kong on 29th September 2000 at 4:30 p.m. to consider and, if thought fit, pass each of the following resolutions, which will be proposed as Ordinary Resolutions:-

1. "THAT

(a) the general mandate granted to the directors of the Company to exercise the power of the Company to allot ordinary shares of the Company pursuant to an ordinary resolution passed by the shareholders of the Company at the annual general meeting of the Company held on 12th June 2000 be and is hereby revoked (but without prejudice to any exercise of such mandate prior to the date on which this resolution becomes effective);

(b) 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 dispose of additional shares of the Company 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 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 of shares or rights to acquire shares of the Company or upon the exercise of the subscription rights under any warrants or convertible notes issued by the Company or as scrip dividends 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

(c) 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 the bye-laws of the Company to be held; and

(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."

1. "THAT, conditional upon the passing the resolution no. 1 as set out in the notice convening this meeting, the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company pursuant to and in accordance with resolution passed on 12th June 2000 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 resolution no. 1."

By Order of the Board

Albert T. da Rosa, Jr.

Secretary

Hong Kong, 11th September, 2000

Notes:

1. The Register of Members will be closed from 27th September 2000 to 29th September 2000, both days inclusive, during which period no share transfers will be registered. In order to be eligible to attend and vote at the Special General Meeting of the Company to be held on Friday, 29th September 2000, all transfers accompanied by the relevant share certificates must be lodged with branch share registrars of the Company in Hong Kong, Tengis Limited, 4th Floor Hutchison House, 10 Harcourt Road, Hong Kong, not later than 4:00 p.m. on 26th September 2000. Warrantholders and Convertible Notes holders, to be eligible to attend and vote at the Special General Meeting of the Company to be held on Friday, 29th September 2000, have to exercise the right to convert to shares not later than 26th September 2000.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

3. A form of proxy for the Meeting is enclosed. The form of proxy must be deposited at the Principal Place of Business of the Company in Hong Kong at Rooms 3301-3304 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not later than 4:30 p.m. on 27th September 2000.

4. With regard to resolutions 1 and 2 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.

* For identification purpose only