Planetree International Development : PROPOSED APPOINTMENT OF AUDITORS; AND NOTICE OF SPECIAL GENERAL MEETING

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

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DEFINITIONS

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LETTER FROM THE BOARD

PLANETREE INTERNATIONAL DEVELOPMENT LIMITED

梧 桐 國 際 發 展 有 限 公 司

(Incorporated in Bermuda with limited liability)

11 December 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF AUDITORS;

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with further information regarding (i) the proposed appointment of auditors; and (ii) the notice of Special General Meeting.

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT OF AUDITORS

Reference is made to the announcement of the Company dated 6 December 2019, in which the Board announced that EY had resigned as the auditors of the Company with effect from 6 December 2019 as the Company and EY could not reach an agreement on the audit fee.

On the recommendation of the Audit Committee of the Company, the Board proposed to appoint Mazars as the new auditors of the Company to fill the vacancy following the Resignation. Pursuant to the bye-laws of the Company, the Proposed Appointment will be subject to the approval by the Shareholders by way of an ordinary resolution at the SGM.

EY has confirmed in its resignation letter to the Company that there are no matters or circumstances in relation to the Resignation that need to be brought to the attention of the Shareholders. The Board confirms that there are no other matters or circumstances in relation to the Change of Auditors that need to be brought to the attention of the Shareholders.

Accordingly, the Board proposed to seek the approval of the Shareholders by way of an ordinary resolution at the SGM for the Proposed Appointment. The Proposed Appointment shall come into effect upon the passing of such ordinary resolution by the Shareholders at the SGM.

The Board believes that the Change of Auditors will not affect the audit of financial statements and the release of annual results of the Group for the financial year ended 31 December 2019 provided that the required Shareholders' approval at the SGM for the Proposed Appointment is duly given.

SGM

A notice convening the SGM to 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. is set out on pages 6 to 7 of this circular. An ordinary resolution will be proposed to approve the Proposed Appointment.

A form of proxy of the SGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you intend to attend the SGM in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and

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LETTER FROM THE BOARD

in any event no later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. The completion and return of the proxy form will not preclude you from attending and voting in person in the SGM if you so wish.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholders will be required to abstain from voting on the resolution to be proposed at the SGM.

The resolution proposed to be approved at the SGM will be taken by poll and an announcement will be made by the Company after the SGM on the results of the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and there are no other matters the omission of which would make any statement in this circular misleading.

RECOMMENDATION

The Directors consider the Proposed Appointment is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

The English text of this circular shall prevail over the Chinese text in case of inconsistency.

By order of the Board

Planetree International Development Limited

Cheung Ka Yee

Executive Director

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NOTICE OF SPECIAL GENERAL MEETING

PLANETREE INTERNATIONAL DEVELOPMENT LIMITED

梧 桐 國 際 發 展 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00613)

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 purposes 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.
2. 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.

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NOTICE OF SPECIAL GENERAL MEETING

1. 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.
2. 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.
3. 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.
4. 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.
5. 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:

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