Planetree International Development Limited — Proxy Solicitation & Information Statement 2006

Mar 16, 2006

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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 Yugang International Limited (the “ Company ”) will be held at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Monday, 3 April 2006 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the transactions relating to sale of the products manufactured by Hoi Tin Universal Limited (“ Hoi Tin ”) and its subsidiaries to Thomas Wagner GmbH (“ Thomas Wagner ”) and its subsidiaries (the “ Sales Transactions ”) pursuant to an agreement dated 22 February 2006 entered into between Hoi Tin and Thomas Wagner (the “ Agreement ”, a copy of which is produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) be and are hereby approved, ratified and/or confirmed subject to the Sales Transactions shall not exceed the relevant proposed annual caps set out below:

			Proposed
Financial year ending	31	December	annual cap
			(HK$)
2006			55.00 million
2007			60.50 million
2008			66.55 million

• (b) the entering into, execution, performance and implementation of the Sales Transactions by the Directors for and on behalf of the Company be and are hereby approved, confirmed and/or ratified; and

• (c) 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 Sales Transactions and any further agreement or document or any of the transactions contemplated therein and all other matters incidental thereto.”

By order of the Board Yuen Wing Shing Managing Director

Hong Kong, 17 March 2006

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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 principal place of business of the Company in Hong Kong in 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 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.

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. Carmelo Lee Ka Sze and the independent non-executive directors are Mr. David Wong Wai Kwong, 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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