Planetree International Development Limited — Proxy Solicitation & Information Statement 2005

Apr 29, 2005

YUGANG INTERNATIONAL LIMITED ( )[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 613)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Yugang International Limited (the “Company”) will be held at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 18 May 2005 at 9:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the sale and purchase agreement dated 23 March 2005 entered into between (i) Chau Tin Ping, Tse On Kuen, Wong Kam Hoi and Wong Kong together as vendors; and (ii) Ensure Success Holdings Limited, a wholly-owned subsidiary of Qualipak International Holdings Limited which in turn is a subsidiary of the Company as the purchaser (the “ Sale and Purchase Agreement ”, a copy of which is produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) relating to the acquisition of 600,000 shares of HK$1 each in Hoi Tin Universal Limited (the “ Sale Shares ”) for the aggregate consideration of HK$36,000,000 and all transactions contemplated under the Sale and Purchase Agreement and any further agreement or document in connection therewith be and are hereby approved, ratified and/or confirmed; and

• (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorized to do all such acts and things, to sign and execute all such other documents, deeds, instruments and agreements and to take such steps as he/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Sale and Purchase Agreement and any further agreement or document as mentioned in paragraph (a) above or any of the transactions contemplated therein and all other matters incidental thereto.”

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

Hong Kong, 30 April 2005

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

Principal place of business in Hong Kong: Rooms 3301-3307 China Resources Building 26 Harbour Road Wanchai, Hong Kong.

Notes:

1. Any member entitled to attend and vote at the meeting of the Company shall be entitled to appoint one or more proxies to attend and vote instead of him.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

3. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s principal place of business in Hong Kong, at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting at which the person named in the instrument proposes to vote.

4. A proxy need not be a member. A member may appoint a proxy in respect of part only of his holding of shares in the Company.

5. In the case of joint holders of a share if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

6. Completion and return of the form of proxy shall not preclude a member from attending and voting in person at the meeting (or at any adjourned meeting thereof) should such member so wish.

As at the date of this announcement, the executive directors of the Company are Mr. Cheung Chung Kiu, Mr. Yuen Wing Shing, Mr. Zhang Qing Xin, Mr. Lam Hiu Lo and Mr. Liang Kang, the non-executive director is Mr. Lee Ka Sze, Carmelo and the independent non-executive directors are Mr. Wong Wai Kwong, David, Mr. Wong Yat Fai and Mr. Ng Kwok Fu.

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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