Planetree International Development Limited — Proxy Solicitation & Information Statement 2005

Apr 13, 2005

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting of the Company will be held at Boardroom I, M Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Friday, 29 April 2005 at 11:45 a.m. (or so soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened for the same place and date at 11:30 a.m.) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting approval for the listing of, and permission to deal in, the shares of the Company to be issued and allotted upon the exercise of any options granted under the new share option scheme of the Company (the “New Scheme”), the rules of which are contained in the document marked “A” produced to this meeting and for identification purposes signed by the Chairman thereof, the New Scheme be and is hereby approved and adopted with effect from the date of this meeting and the directors of the Company be and are hereby authorised to do all things and deeds to implement or administer the New Scheme and to do all things and deeds pursuant thereto in accordance with the terms thereof and other statutory terms, if any, imposed by any governing bodies, including but without limitation the offer or grant of options and the issue and allotment of shares of the Company as may be required to be issued and allotted upon the exercise of any options under the New Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange.”

2. “THAT the new share option scheme of Qualipak International Holdings Limited, a non-wholly owned subsidiary of the Company, the rules of which are contained in the document marked “B” and produced to the meeting and for identification purposes signed by the Chairman thereof, be and is hereby approved.”

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

Hong Kong, 13 April 2005

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Notes:

1. A member who is a holder of two or more shares, and who is entitled to attend and vote at the 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 meeting 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, together with the power of attorney or other authority, if any, under which it is signed, or a 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 appointed for holding the meeting or any adjournment thereof.

As at the date of this announcement, the board comprises Messrs. Cheung Chung Kiu, Yuen Wing Shing, Zhang Qing Xin, Lam Hiu Lo and Liang Kang who are Executive Directors, Mr. Lee Ka Sze, Carmelo who is Non-Executive Director , and Messrs. Wong Wai Kwong, David, Wong Yat Fai and Ng Kwok Fu are Independent Non-Executive Directors.

• For identification purposes only.

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

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