Tong Ren Tang Technologies Co. Ltd. — Proxy Solicitation & Information Statement 2006

Apr 19, 2006

GIORDANO INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 709)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON MAY 9, 2006

I/We [(note 1)] of being the registered holder(s) of [(note 2)] shares of HK$0.05 each in the capital of Giordano International Limited (the “Company”), HEREBY APPOINT [(note 3)] the chairman of the meeting or of as

my/our proxy to attend for me/us and on my/our behalf at the Special General Meeting of the Company (the “Meeting”) to be held at Block B, 3rd Floor, Tin On Industrial Building, 777-779 Cheung Sha Wan Road, Kowloon, Hong Kong on Tuesday, May 9, 2006 at the later of 9:45 a.m. and the conclusion or adjournment of the annual general meeting of the Company convened for 9:30 a.m. on Tuesday, May 9, 2006, or at any adjourned meetings, for the purpose of considering and, if thought fit, passing, with or without modifications, the proposed resolution as set out in the notice convening the Meeting and at the Meeting (or at any adjourned meetings) to vote for me/us and in my/our name(s) in respect of the said resolution as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

RESOLUTION	RESOLUTION	RESOLUTION	FOR(note 4)	FOR(note 4)	AGAINST(note 4)
To approve the purchases between the Giordano Group and the Placita Group in accordance with the terms of the New Manufacturing License Agreements provided that the cap amount of purchases for the three financial years ending December 31, 2008 shall not exceed HK$400 million, HK$440 million and HK$484 million respectively.
Dated this	day of	2006 Signature(s)(note 5)

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares of HK$0.05 each in the capital of the Company to which this form of proxy relates and 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, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment of a resolution put to the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorized.

6. The ordinary resolution to be considered at the Meeting will be decided by poll. On voting by poll, each shareholder shall have one vote for each share held in the Company.

7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meetings (as the case may be).

8. Where there are joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

9. Your proxy need not be a shareholder of the Company.

10. Completion and deposit of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you, having lodged this form of proxy, attend the said Meeting, this form of proxy will be deemed to have been revoked.

11. Shareholders who are directly or indirectly interested in the continuing connected transactions as set out in the ordinary resolution should abstain from voting the ordinary resolution.