Planetree International Development Limited — Proxy Solicitation & Information Statement 2001

Mar 5, 2001

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 Harbour Road, Wanchai, Hong Kong on Thursday, 29th March, 2001 at 4:00 p.m. to consider and, if thought fit, pass the following Special Resolution of the Company:-

SPECIAL RESOLUTION

1. "THAT with effect from 4:45 p.m. Hong Kong time on the date on which this resolution is passed

(a) the issued capital of the Company of between HK$845,332,170 and HK$1,075,439,789 be reduced by between HK$760,798,953 and HK$967,895,810 to between HK$84,533,217 and HK$107,543,979 (depending on the number of shares of HK$0.10 each in issue as at the date hereof) by the cancellation of HK$0.09 in each issued share of HK$0.10 (the "Reduction in Issued Share Capital");

(b) the authorised capital of the Company of HK$3,000,000,000 divided into 30,000,000,000 shares of HK$0.10 each be reduced by HK$2,700,000,000 to HK$300,000,000 divided into 30,000,000,000 shares of HK$0.01 each by the cancellation of HK$0.09 in each authorised share of HK$0.10 (the "Reduction in Authorised Share Capital");

(c) subject to and forthwith upon the Reduction in Authorised Share Capital and Reduction in Issued Share Capital taking effect, the authorised capital of the Company be increased to HK$500,000,000 by the creation of an additional 20,000,000,000 shares of HK$0.01 each;

(d) the Company shall transfer the credit of between HK$760,798,953 and HK$967,895,810 which will arise as a result of the Reduction in Issued Share Capital to contributed surplus account of the Company; and

(e) any one of the directors of the Company be and is hereby authorised generally to do all things appropriate to effect and implement any of the foregoing."

By Order of the Board of Directors

Cheung Chung Kiu

Chairman

Hong Kong Special Administrative Region, 5th March, 2001

Notes:

1. The Register of Members will be closed from 27th March 2001 to 29th March 2001, 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 Thursday, 29th March 2001, all transfers accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tengis Limited, 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong, not later than 4:00 p.m. on 26th March 2001. Warrantholders and Convertible Note holders, to be eligible to attend and vote at the Special General Meeting of the Company to be held on Thursday, 29th March 2001, have to exercise the right to convert to shares not later than 26th March 2001.

2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxies to attend and vote in his/her 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 Head Office and 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 4:00 p.m. on 27th March, 2001.

* For identification purposes only

Please also refer to the published version of this announcement in the i-Mail.