Planetree International Development Limited — Proxy Solicitation & Information Statement 2006

Apr 28, 2006

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 613)

FORM OF PROXY

for the annual general meeting to be held on 29 May 2006 (or any adjournment thereof)

I/We [(1)] of being the registered holder(s) of [(2)] shares of HK$0.01 each (“Shares”) in the capital of Yugang International Limited (the “Company”) HEREBY APPOINT [(3)] the chairman of the annual general meeting, or as my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the annual general meeting of the Company (and at any adjournment thereof) to be held at Drawing Room, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 29 May 2006 at 12:00 noon and to vote in respect of the following resolutions as indicated and on any other business that may properly come before the annual general meeting:—

	ORDINARY RESOLUTIONS	FOR(4)	AGAINST(4)
1.	to adopt the audited financial statements for the year ended 31 December 2005 and the Reports of the Directors and Auditors thereon
2.	to declare a final dividend of HK$0.003per share
3.	(i) to re-elect Mr. Yuen WingShing, a retiringdirector, as an executive director of the Company;
	(ii) to re-elect Mr. LiangKang, a retiringdirector, as an executive director of the Company;
	(iii) to re-elect Mr. Lee Ka Sze, Carmelo, a retiring director, as a non-executive director of the Company to hold office until the conclusion of the annual general meeting of the Company to be held in theyear 2009 subject to his earlier offer for re-election;
	(iv) to re-elect Mr. Wong Wai Kwong, David, a retiring director, as an independent non-executive director of the Company to hold office until the conclusion of the annual general meeting of the Companyto be held in theyear 2009 subject to his earlier offer for re-election;
	(v) to re-elect Mr. Wong Yat Fai, a retiring director, as an independent non-executive director of the Company to hold office until the conclusion of the annual general meeting of the Company to be held in theyear 2009 subject to his earlier offer for re-election;
	(vi) to re-elect Mr. Ng Kwok Fu, a retiring director, as an independent non-executive director of the Company to hold office until the conclusion of the annual general meeting of the Company to be held in theyear 2009 subject to his earlier offer for re-election; and
	(vii) to authorise the Board to fix the remuneration of the directors
4.	to re-appoint Messrs. Ernst & Young as auditors of the Company and to authorise the directors to fix their remuneration
5.	to extend the general mandate to the directors to issue or otherwise deal with unissued Shares of the Company up to a maximum of 20% of the issued share capital of the Company (“the General Mandate”)as set out in item 5 of the notice of annualgeneral meeting
6.	to extend the repurchase mandate to the directors (“the Repurchase Mandate”) as set out in item 6 of the notice of annualgeneral meeting
7.	to approve the addition to the General Mandate of an amount representing the aggregate nominal amount of the share capital as represented by shares repurchased by the Company under the Repurchase Mandate
8.	to approve the refreshment of share option scheme mandate limit
	SPECIAL RESOLUTION
9.	To approve the amendments to the bye-laws of the Company

Dated

Signature [(5)(6)(7)(8)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of Shares to which this form of proxy relates registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, please strike out “the chairman of the meeting, or” and insert the name(s) and address(es) of the person(s) you wish to appoint in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A proxy need not be a member of the Company.

4. IMPORTANT: If you wish to vote for any resolution, please indicate with an “X” in the appropriate space marked “For” beside the resolution. If you wish to vote against any resolution, please indicate with an “X” in the appropriate space marked “Against” beside the resolution. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the Meeting.

5. In the case of joint shareholders, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

6. The form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, this form must be executed under seal or under the hand of an officer or attorney duly authorised.

7. To be valid, this form of proxy must be deposited at the principal place of business in Hong Kong of the Company at Rooms 3301-3307 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof and, except in the case of a recognised clearing house, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

9. For identification purposes only.