Planetree International Development : NOTICE OF SPECIAL GENERAL MEETING

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PLANETREE INTERNATIONAL DEVELOPMENT LIMITED

梧 桐 國 際 發 展 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00613)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting (the "SGM") of Planetree International Development Limited (the "Company") will be held at The Mandarin House-Shop 202

• 203, Hyatt Centric Victoria Harbour Hong Kong, 1 North Point Estate Lane, North Point, Hong Kong on 31 December 2019 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT Mazars CPA Limited be and is hereby appointed as the auditors of the Company to fill the vacancy created by the resignation of Ernst & Young and to hold office until the conclusion of the next annual general meeting of the Company and the board of directors of the Company be and is hereby authorised to fix their remuneration."

By order of the Board

Planetree International Development Limited

Cheung Ka Yee

Executive Director

Hong Kong, 11 December 2019

Notes:

1. The register of members of the Company will be closed for registration of transfer of shares from Tuesday, 24 December 2019 to Tuesday, 31 December 2019, both days inclusive. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar and transfer office (the "Share Registrar"), Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 23 December 2019.

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1. Any member entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
3. An original of the duly completed form of proxy together with any power of attorney or other authority under which it is signed, or a certified copy of such power of attorney, must be returned to the Share Registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the SGM or any adjournment thereof.
4. In the case of joint holders of any shares in the Company any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the SGM, either personally or by proxy, that one of the said persons so present whose name stand first on the register of members in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holders.
5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the SGM convened by the above notice or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
6. The Resolution set out in this notice will be voted by poll.

As at the date of this notice, the Board comprises the following Directors:

Executive Directors:	Independent Non-Executive Directors:
Mr. Lam Hiu Lo	Mr. Chan Sze Hung
Mr. Liang Kang	Mr. Ha Kee Choy, Eugene
Ms. Cheung Ka Yee	Mr. Kwong Kai Sing, Benny
Ms. Tsang Wing Man

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