Planetree International Development Limited — Proxy Solicitation & Information Statement 2023

Apr 27, 2023

I/We[(1)]

of

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(Incorporated in Bermuda with limited liability)

(Stock code: 613)

FORM OF PROXY

for the annual general meeting to be held on 28 June 2023 (the “AGM”) (or any adjournment thereof)

being the registered holder(s) of[(2) ]

Limited (the “ Company ”) HEREBY APPOINT[(3)] the chairman of the AGM, or

shares (the “ Shares ”) in the capital of Planetree International Development as my/our proxy/proxies to

attend on my/our behalf at the AGM (and at any adjournment thereof) at 28 Discovery Cafe, Basement, China United Centre, 28 Marble Road, North Point, Hong Kong on Wednesday, 28 June 2023 at 10:00 a.m. and to vote in respect of the following resolutions as set out in the notice convening the AGM as indicated below:

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(4)	AGAINST(4)
1.	To consider and receive the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2022 together with the Reports of Directors and Auditors thereon.
2.a.	To re-elect the retiringdirectors of the Company (“Directors”):
	(i)	Mr. CheungTingKee as an executive Director;
	(ii)	Mr. Ma Ka Ki as an independent non-executive Director;
	(iii)	Ms. CheungKa Yee as an executive Director;
	(iv)	Mr. Chan Sze Hungas an independent non-executive Director;and
	(v)	Mr. ChungKwok Pan as an independent non-executive Director.
2.b.	To authorise the board of Directors(the “Board”)to fix remuneration of Directors.
3.	To re-appoint Mazars CPA Limited as auditors of the Company; and authorise the Board to fix their remuneration.
4.	Togive ageneral mandate to Directors to issue Shares as set out in Resolution 4 of the Notice of AGM.
5.	To give a general mandate to Directors to repurchase Shares as set out in Resolution 5 of the Notice of AGM.
6.	To extend the general mandate granted to Directors to issue Shares as set out in Resolution 6 of the Notice of AGM.

Date:

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 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 AGM” and insert the name(s) of the person(s) you wish to appoint in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. 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 “✓” in the appropriate space marked “For” beside the resolution. If you wish to vote against any resolution, please indicate with an “✓” 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 of AGM.

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 of the Company.

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 Company’s Hong Kong Branch Share Registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the AGM 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 in person at the AGM or any adjournment if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the following address:

Privacy Compliance Officer Tricor Tengis Limited 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong