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

Mar 25, 2011

50076_rns_2011-03-25_0d2a4201-fdec-4185-86a3-79963af9b451.pdf

Proxy Solicitation & Information Statement

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,

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

FORM OF PROXY FOR H SHARES CLASS MEETING TO BE HELD ON FRIDAY, 13 MAY 2011

I/We[1]

of

being the registered holder(s) of[2]

H Shares of RMB1.00 each in the capital of the Tong Ren Tang Technologies Co. Ltd. (the “ Company ”), hereby appoint THE CHAIRMAN OF THE H SHARES CLASS MEETING[3] , or of

as my/our proxy to attend and act for me/us and on my/our behalf at the class meeting (the “ Class Meeting ”) for the holders of H Shares (the “ H Shares ”) of the Company to 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 (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions (with or without amendments) as set out in the notice convening the H Shares Class Meeting and at the H Shares Class Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as hereunder indicated[4] , and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the H Shares Class Meeting other than that referred to in this notice in such manner as he/she thinks fit.

SPECIAL RESOLUTION For Against
1. To consider and, if thought fit, to approve the proposed bonus issue ofshares (the “Bonus Issue of Shares”) on the basis of two Bonus Shares(as defined in the circular dated 28 March 2011 of the Company) for everyshare held, and to authorized any one director of the Company to take anyaction and execute any document as he thinks necessary or fit to effectand implement the Bonus Issue of Shares.

Signature(s)[5] :

Date: 2011

Notes:

  1. Please insert full name(s) and address(es) in BLOCK LETTERS.

  2. Please insert the number of H Shares to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

  3. If any proxy other than the Chairman of the H Shares Class Meeting is preferred, strike out the words “THE CHAIRMAN OF THE H SHARES CLASS MEETING” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the H Shares Class Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the H Shares Class Meeting in person to represent you. 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 ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the H Shares Class Meeting other than those referred to in the notice convening the H Shares Class Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same. If the form of proxy is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

  6. In order to be valid, the form of proxy together with the power of attorney or other document(s) of authorisation (if any) must be deposited with the Computershare Hong Kong Investor Services Limited, the H Share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding 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 H Shares Class Meeting if he so wishes.

  7. In case of joint holders of any share, any one of such joint holders may vote at the H Shares Class Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the H Shares Class Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether personally or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

  8. The proxy need not be a member of the Company but must attend the H Shares Class Meeting in person to represent you.

  9. Shareholders or their proxies attending the H Shares Class Meeting shall produce their identity documents.