Tong Ren Tang Technologies Co. Ltd. — Proxy Solicitation & Information Statement 2011

Mar 25, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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• (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1666)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “Class Meeting ”) for the holders of H shares (the “ H Shares ”) of Tong Ren Tang Technologies Co., Ltd., (the “ Company ”) will be held at No.52 Dong Xing Long Street, Dong Cheng District, Beijing, the People’s Republic of China (the “ PRC ”) at 10:30 a.m. on Friday, 13 May 2011 for the purpose of passing the following resolutions:

AS A SPECIAL RESOLUTION:

1. To consider and, if thought fit, to approve the proposed bonus issue of shares (the “ Bonus Issue of Shares ”):

“ THAT :

• (i) Subject to and conditional upon the Company obtaining approvals from the relevant PRC authorities (if required) and the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the new Bonus Shares (as defined in the circular dated 28 March 2011 of the Company (the “ Circular ”)) to be issued to all of the shareholders registered on the Company’s register of members on the Record Date (as defined in the Circular), being 13 May 2011, on the basis of a) one Bonus Share for every Share (as defined in the Circular) held by way of capitalization of the audited retained earnings as at 31 December 2007 in an aggregate amount of RMB196,000,000 of the Company; and b) one Bonus Share for every Share held by way of capitalization of the capital reserve in an aggregate amount of RMB196,000,000 of the Company. It is expected that certificates for the Bonus H Shares (as defined in the Circular) will be dispatched to the holders of H Shares (as defined in the Circular) on or before Friday, 20 May 2011 and dealings in the Bonus H Shares on the Stock Exchange will commence at 9:00 a.m. on Tuesday, 24 May 2011.

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• (ii) Any one director of the Company be authorized to take any action and execute any document as he thinks necessary or fit to effect and implement the Bonus Issue of Shares, including but not limited to a) entering into any agreement and executing, making any amendments to, submitting for approval or filing any such or related documents; and b) increasing the registered capital of the Company and making necessary amendments to the articles of association of the Company as a result of the completion of the Bonus Issue of Shares and making necessary filing with the relevant administrative authority for industry and commerce in this regard.”

By order of the board of Directors Tong Ren Tang Technologies Co. Ltd. Mei Qun Chairman of the Board

Beijing, the PRC 28 March 2011

As at the date of this announcement, the board of directors of the Company comprises Mr. Mei Qun, Mr. Yin Shun Hai, Mr. Wang Yu Wei, Ms. Fang Jia Zhi and Mr. Xie Zhan Zhong as executive Directors; Miss Tam Wai Chu, Maria, Mr. Ting Leung Huel, Stephen and Mr. Jin Shi Yuan as independent nonexecutive Directors.

Notes:

1. ELIGIBILITY FOR ATTENdING THE H SHARES CLASS MEETING

Holders of H Shares whose names appear on the register of the Company maintained by Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, at the close of business of Tuesday, 12 April 2011 shall be entitled to attend the H Shares Class Meeting.

Holders of H Shares intending to attend and vote at the H Shares Class Meeting to be held on Friday, 13 May 2011 shall lodge all the transfer documents for H Shares with the relevant share certificates to the H Share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 12 April 2011.

2. RECOMMENdATION OF CASH dIVIdENdS ANd BONUS ISSUE OF SHARES, WITHHOLdING ANd PAYMENT OF ENTERPRISE INCOME TAx FOR NON-RESIdENT LEGAL PERSONS

The board of directors of the Company has recommended a cash dividend of RMB0.48 per share (tax inclusive) and two bonus shares (tax inclusive) for every share held. If the above proposal is approved by the shareholders in the H Shares Class Meeting, the cash dividend and bonus shares will be paid to the shareholders whose names appear on the register of members of the Company on Friday, 13 May 2011. Cash dividend payable to the shareholders of H Shares will be paid in Hong Kong dollars (the “HKD”). The exchange rate between RMB and HKD shall be ascertained on the basis of the average of the middle exchange rates for RMB to HKD as published by the People’s Bank of China for the five trading days prior to the date of the H Shares Class Meeting which will be held on Friday, 13 May 2011.

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In accordance with the Letter on Matters Concerning the Taxation Levied on Dividends Derived by Foreign Individuals Holding Shares of Listed Companies Incorporated in PRC (Guoshuihan [1994] No.440) published by the State Administration of Taxation, foreign individuals holding H Shares are exempted from paying personal income tax for dividends obtained from companies incorporated in the PRC that issue H Shares and no 10% enterprise income tax will be withheld from the Cash Dividends and the Bonus Shares allotted.

According to the Law on Enterprise Income Tax of the PRC and its implementing rules which came into effect on 1 January 2008 and other relevant rules, the Company is required to withhold enterprise income tax at the rate of 10% before distributing the final dividend to non-resident enterprise shareholders as appearing on the register of members for H Shares of the Company. Apart from the dividends to be distributed, the bonus shares issued by way of capitalization of Company’s retained earnings shall also be at the same time subject to the above tax laws, and an enterprise income tax shall be levied on the face value of the bonus shares distributed to non-resident enterprise H shareholders at the tax rate of 10%. Any H Shares registered in the name of non-individual registered shareholders. including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax.

3. PROxY

• (1) Shareholders entitled to attend and vote at the H Shares Class Meeting may appoint one or more proxies in writing to attend and vote at the meeting on his behalf. The proxy need not be a shareholder of the Company.

• (2) A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under hand of its director(s) or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be notarized.

• (3) To be valid, the notarized power of attorney or other document(s) of authorization (if any) and the form of proxy shall be delivered Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, no less than 24 hours before the time fixed for convening the H Shares Class Meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so desires.

• (4) If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll.

4. REGISTRATION PROCEdURES FOR ATTENdING THE H SHARES CLASS MEETING

• (1) A shareholder or his proxy shall produce his identification document when attending the H Shares Class Meeting. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolutions of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.

• (2) Shareholders intending to attend the H Shares Class Meeting shall return to the Company the reply slip stating their attendance on or before Friday, 22 April 2011.

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• (3) A shareholder may return the above reply slip to the Company in person, by post or by facsimile to the office of Computershare Hong Kong Investor Services Limited.

5. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 13 April 2011 to Friday, 13 May 2011 (both days inclusive), during which time no transfer of shares will be registered. In order to qualify for attending the H Shares Class Meeting and voting in the H Shares Class Meeting as well as qualifying for receiving the proposed cash dividend for the year ended 31 December 2010, all transfer documents of the holders of H Shares of the Company must be lodged with the Company’s H share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 12 April 2011.

6. METHOd OF VOTING AT THE H SHARES CLASS MEETING

Pursuant to Rule 13.39 (4) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by way of poll. Accordingly, the chairman of the H Shares Class Meeting will demand a poll in relation to all the proposed resolutions at the H Shares Class Meeting.

7. MISCELLANEOUS

• (1) The H Shares Class Meeting of the Company is expected to be held for less than half a day. Shareholders attending the H Shares Class Meeting shall be responsible for their own travelling and accommodation expenses.

• (2) The address of the Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

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