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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

R11.20

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Tong Ren Tong Technologies Co. Ltd., you should at once hand this circular and the accompanying form of proxy and the reply slip to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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,

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

A1B1

R13.51A

PROPOSED PAYMENT OF CASH DIVIDENDS PROPOSED BONUS ISSUE OF SHARES AND GENERAL MANDATE TO ISSUE SHARES

A letter from the Board is set out on pages 4 to 12 of this circular. A notice convening the AGM to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC on Friday, 13 May 2011 at 10:00 a.m., is set out on pages 13 to 18 of this circular. The notices convening the H Shares Class Meeting and the Domestic Shares Class Meeting (at 10:30 a.m. and 11:00 a.m. respectively on Friday, 13 May 2011) of the Company to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC, are set out on pages 19 to 26 of this circular.

Whether or not you are able to attend the AGM and the Class Meetings, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM and the Class Meetings or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H Shares; or the office of the Company, at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC for holders of Domestic Shares. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM and the Class Meetings or any adjournment thereof should you so desire.

28 March 2011

TABLE OF CONTENTS

		Page
DEFINITION		1
LETTER	FROM THE BOARD	4
1	INTRODUCTION	4
2	PROPOSED PAYMENT OF CASH DIVIDENDS	5
3	PROPOSED BONUS ISSUE OF SHARES 5
4	TAXATION	10
5	GENERAL MANDATE TO ISSUE SHARES 10
6	AGM AND CLASS MEETINGS 11
7	RESPONSIBILITY STATEMENT	12
8	RECOMMENDATION	12
NOTICE	OF AGM	13
NOTICE	OF H SHARES CLASS MEETING 19
NOTICE	OF DOMESTIC SHARES CLASS MEETING 23

DEFINITION

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

“AGM” the annual general meeting of the Company to be convened on Friday, 13 May 2011, to, among other things, consider and, if thought fit, approve the payment of Cash Dividends, and the Bonus Issue of Shares
“Articles of Association” the articles of association of the Company “Board” the board of Directors “Bonus Domestic Share(s)” new Domestic Shares to be allotted and issued under the Bonus Issue of Shares
“Bonus H Share(s)” new H Shares to be allotted and issued under the Bonus Issue of Shares
“Bonus Issue of Shares” the issue of two (2) new Shares for every one(1) existing Share to the Shareholders on the register of members of the Company on the Record date upon the capitalisation of the retained earnings and of the capital reserve of the Company to be approved by the Shareholders at the AGM and the Class Meetings
“Bonus Share(s)” Bonus Domestic Shares and Bonus H Shares “Cash Dividends” has the meaning ascribed thereto under the section headed “Proposed Payment of Cash Dividends” in this circular
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“Class Meetings” the class meeting for holders of H Shares to be held immediately after the conclusion of the AGM and the class meeting for holders of Domestic Shares to be held immediately after the conclusion of the said class meeting of holders of H Shares
“Company” Tong Ren Tang Technologies Co., Ltd., (北京同仁堂科技發展股份有限公司) a joint stock company incorporated in the PRC with limited liability and the issued shares of which are listed on the Stock Exchange (stock code: 01666)
“Company Law” the Company Law of the PRC, as amended, supplemented or otherwise modified from time to time
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DEFINITION

“Directors” the directors of the Company “Domestic Share(s)” the domestic-investment ordinary shares of RMB1.00 each in the registered share capital of the Company which are subscribed for in RMB
“Excepted Shareholders” Overseas Shareholders who are excluded from the Bonus Issue of Shares and as defined and more particularly described in the section headed “Overseas Shareholders” in this circular
“General Mandate” the general mandate to issue Shares to be granted to the Board at the AGM
“H Share(s)” the foreign-investment ordinary shares of RMB1.00 each in the registered share capital of the Company which are listed on the Main Board of the Stock Exchange and traded in Hong Kong dollars
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
“Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 25 March 2011, being the latest practice date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
“Listing Committee” the listing committee of the board of directors of the Stock Exchange “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (as amended from time to time)
“Macau” the Macau Special Administrative Region of the PRC “Overseas Shareholder(s)” Shareholder(s) whose address(es) as stated in the register of holders of H Shares of the Company is/are outside Hong Kong
“PRC” the People’s Republic of China “Record Date” means on Friday, 13 May 2011, being the record date in respect of holders of H Shares and Domestic Shares by reference to which entitlements to the Bonus Issue of Shares and payment of the Cash Dividends
“RMB” Renminbi, the lawful currency of the PRC “Share(s)” shares of the Company, including Domestic Share(s) and H Share(s)
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DEFINITION

“Shareholders” the shareholders of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisors” the supervisors of the Company

LETTER FROM THE BOARD

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,

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

Executive Directors: Registered Office: Mr. Mei Qun No.16 Tongji Beilu, Mr. Yin Shun Hai Beijing Economic and Technology Mr. Wang Yu Wei Development Zone, Ms. Fang Jia Zhi Beijing, the PRC Mr. Xie Zhan Zhong

R13.51A

R2.14

Office:

Independent non-executive Directors: No.20, Nansanhuan Zhonglu, Miss Tam Wai Chu, Maria Fengtai District, Mr. Ting Leung Huel, Stephen Beijing, the PRC Mr. Jin Shi Yuan

28 March 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED PAYMENT OF CASH DIVIDENDS PROPOSED BONUS ISSUE OF SHARES AND GENERAL MANDATE TO ISSUE SHARES

1. INTRODUCTION

Reference is made to the announcement of the Company dated 17 March 2011 in relation to the annual results for the year ended 31 December 2010 and the proposed payment of Cash Dividends and the proposed Bonus Issue of Shares.

LETTER FROM THE BOARD

On 17 March 2011, the Board proposed i) the payment of a cash dividend of RMB0.48 (tax inclusive) per Share held by way of capitalization of retained earnings as at 31 December 2007; ii) a Bonus Issue of Shares to all Shareholders on the basis of one Bonus Share for every Share held by way of capitalization of retained earnings as at 31 December 2007; and iii) a separate Bonus Issue of Shares on the basis of one Bonus Share for every Share held by way of capitalization of the capital reserve.

The purpose of this circular is to provide you with among other things, (i) further information in relation to the proposed payment of Cash Dividends; (ii) further information in relation to the proposed Bonus Issue of Shares; (iii) the information in relation to the General Mandate to issue Shares; and (iv) a notice convening the AGM and the notices convening the Class Meetings.

2. PROPOSED PAYMENT OF CASH DIVIDENDS

On 17 March 2011, the Board proposed that the payment of a cash dividends (the “ Cash Dividends ”) of RMB0.48 (tax inclusive) per Share will be paid by way of cash in the amount of RMB94,080,000 of the Company’s retained earnings as at 31 December 2007. The payment of the Cash Dividends is still subject to the approval by the Shareholders of the Company at the AGM and the expected payment date for the Cash Dividends will be no later than 30 June 2011.

3. PROPOSED BONUS ISSUE OF SHARES

On 17 March 2011, the Board also proposed that, the Bonus Issue of Shares will be made to the Shareholders whose names appear on the register of members of the Company on the Record Date on the basis of two Bonus Shares to be issued (one of which is to be made by way of capitalization of retained earnings and one of which is to be made by way of capitalization of the capital reserve) for every one Share held by such Shareholders on the Record Date.

As at the Latest Practicable Date, the registered and issued share capital of the Company is RMB196,000,000 which comprised of 108,680,000 Domestic Shares and 87,320,000 H Shares. On the basis that an aggregate of 196,000,000 Shares are in issue, immediately upon the completion of the Bonus Issue of Shares, the Bonus Shares will comprise 217,360,000 Bonus Domestic Shares and 174,640,000 Bonus H Shares. In which, the 196,000,000 Bonus Shares will be credited as fully paid by way of capitalization of Company's retained earnings as at 31 December 2007 in the amount of RMB196,000,000; and other 196,000,000 Bonus Shares will be credited as fully paid by way of capitalization of the capital reserve in the amount of RMB196,000,000. There is no adverse effect on the retained earnings and capital reserve upon completion of the Bonus Issue of Shares.

There are not any outstanding options, warrants and convertible securities to subscribe for the Shares of the Company as at the Latest Practicable Date.

A1B 10
2.13

A1B 10
2.13

LETTER FROM THE BOARD

A. Conditions of the Bonus Issue of Shares

The Bonus Issue of Shares is subject to the following conditions:

(i) the approval of the Shareholders of the Company at the AGM of the Company;
(ii) the approval of the holders of H Shares and the holders of Domestic Shares at the Class Meetings of the Company;
(iii) the approval granted by the Stock Exchange for the listing of, and permission to deal in, the new Bonus H Shares to be issued under the Bonus Issue of Shares.

The Shareholders whose names appear on the register of holders of H Shares and the register of holders of Domestic Shares, respectively on the Record Date will be entitled to the Cash Dividends and the Bonus Issue of Shares.

B. Status of the New Bonus Shares and Fractional Entitlement

A1B16

The new Bonus Shares will, subject to the Articles of Association, rank pari passu in all respects with the H Shares and Domestic Shares, respectively, in issue on the date of the issue of the Bonus Shares. Holders of the Bonus Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Bonus Shares are allotted and issued, but will not be entitled to the Cash Dividends. The Bonus Issue of Shares should result in no change in the rights or interests of the H Shares traded on the Stock Exchange or the Domestic Shares. No fractional shares will be issued and distributed pursuant to the Bonus Issue of Shares.

C. Expected Timetable

A1B16

Dates or deadlines specified in this announcement are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

Last day of dealings in H Shares

on a cum-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 8 April 2011

First day of dealings in H Shares

on an ex-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 11 April 2011

Latest time for lodging transfer of shares

for entitlement to the Bonus Issue of Shares and the Cash Dividends . . . . . . . . . . . . . . . . . . . . . . 4:30 pm on Tuesday, 12 April 2011

Book Closure Period (both days inclusive) . . . . . . . . . . . . . Wednesday, 13 April 2011 – Friday, 13 May 2011

LETTER FROM THE BOARD

Return and deposit the form of proxy

to Computershare Hong Kong Investor

Services Limited or the Company for the AGM and Class Meetings ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 12 May 2011 (10:00 a.m. for AGM, 10:30 a.m. for H Shares Class Meeting and 11:00 a.m. for Domestic Shares Class Meeting) Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 May 2011 AGM and Class Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 May 2011 (10:00 a.m. for AGM, 10:30 a.m. for H Shares Class Meeting and 11:00 a.m. for Domestic Shares Class Meeting)

Despatch of Share Certificates of Bonus H Shares on or before . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 20 May 2011

A1B14

Commencement of dealings in the Bonus

H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 May 2011

D. Effect to the Shareholding Upon the Completion of Bonus Issue of Shares

Set out below is the shareholding structure of the Company as at the date of this circular and immediately upon completion of the Bonus Issue of Shares (assuming that no other Shares are allotted or issued and no existing Shares are repurchased prior to the Record Date, upon satisfaction of the conditions set out above):

A1B10

A1B16

			Immediately upon	Immediately upon
			completion	of
	As at the date		the Bonus Issue
	of this circular		of Shares
	Number of	%	Number of	%
	Shares		Shares
Domestic Shares	108,680,000	55.45	326,040,000	55.45
H Shares	87,320,000	44.55	261,960,000	44.55
Total	196,000,000	100	588,000,000	100

LETTER FROM THE BOARD

E. Overseas Shareholders

Based on the register of members of the Company as at the Latest Practicable Date, there were 2 Overseas Shareholders with registered addresses in the PRC and 1 Overseas shareholder with registered address in Macau. If at 4:30 p.m. on the Record Date, the register of members of the Company reveals there are Overseas Shareholders, an enquiry will be made by the Board pursuant to Rule 13.36(2)(a) of the Listing Rules. Upon such enquiry, if the Board considers that it would be necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place to exclude those Overseas Shareholders having registered addresses outside Hong Kong (the “Excepted Shareholders”) but not having corresponding addresses in Hong Kong from the Bonus Issue of Shares, the Bonus Shares will not be granted to the Excepted Shareholders. In such circumstance, arrangement will be made for the Bonus Shares which would otherwise have been issued to the Excepted Shareholders to be sold in the market as soon as practicable after dealings commence. Any net proceeds of such sale, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Excepted Shareholders, if any, pro rata to their respective shareholdings and remittances therefore will be posted to them by ordinary post at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

F. Application for Listing

A1B9(1)

Application will be made to the Listing Committee of the Stock Exchange for the approval for the listing of, and permission to deal in, the new Bonus H Shares.

The new Bonus H Shares are not a new class of securities to be listed and accordingly no arrangements are required to be made to enable the new Bonus H Shares to be admitted into CCASS.

A1B9(2)

Subject to the granting of the approval for the listing of, and permission to deal in, the Bonus H Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus H Shares will be accepted as eligible securities for deposit, clearance and settlement in CCASS established and operated by HKSCC with effect from the commencement date of dealings in the H Shares on the Stock Exchange or such other date as determined by HKSCC. Dealings in the H Shares may be settled through CCASS. Shareholders should seek the advice of their licensed securities dealers or other professional advisers for details of these settlement arrangements and how such arrangements will affect their rights and interests. The Bonus H Shares will not be listed or traded on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or proposed to be sought. Dealings in the Bonus H Shares will be subject to the payment of stamp duty in Hong Kong.

Subject to the fulfilment of the conditions for the Bonus Issue of Shares set out herein above, certificates for the Bonus H Shares will be despatched to the holders of H Shares on or before 20 May 2011 to their respective addresses appeared on the register of members of the Company on the Record Date.

LETTER FROM THE BOARD

G. Reasons for the Bonus Issue of Shares

The Board believes that the Bonus Issue of Shares i) will allow the Shareholders to participate in the growth of the Company by way of capitalization of retained earnings and by way of conversion of the capital reserve; ii) will provide the Company with a wider capital base and therefore increase the marketability of the Shares; and iii) is a return to the long-term support and care of the Shareholders.

Other than the expenses incurred in relation to the Bonus Issue of Shares, the implementation of the same will not alter the underlying assets, business operations, management or financial position of the Company or the interests of its Shareholders. The Board believes that the Bonus Issue of Shares will not have any adverse effect on the financial position of the Company.

H. Closure of Books

A1B16

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 period no transfer of shares will be effected. In order to be qualified for the entitlement of the Bonus Issue of Shares and the Cash Dividends, all transfer instruments accompanied by the relevant share certificates must be lodged by the holders of H Shares with the Company’s H share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; or by the holders of Domestic Shares with the office of the Company at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC no later than 4:30 pm on Tuesday, 12 April 2011.

I. Share Certificates

A1B16

Subject to the fulfillment of the conditions of the Bonus Issue of Shares as set out in the paragraph headed “Conditions of the Bonus Shares Issue” above, certificates in respect of the new Bonus H Shares will be sent by ordinary mail to the persons entitled thereto at their respective addresses shown in the register of holders of H Shares of the Company or in the case of joint holders, to the address of the joint holder whose name stands first in the register of holders of H Shares of the Company in respect of the joint holding.

J. Documents Available for Inspection

Copies of the following documents will be available for inspection at Hong Kong office of the Company at 20th Floor, Park Avenue, No. 5 Moreton Terrace, Causeway Bay, Hong Kong during normal business hours from the date of this circular up to and including 13 May 2011:

A1B43
A1A53

i. Articles of Association;
ii. the annual reports of the Company for the two years ended 31 December 2009; and
iii. this circular.
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LETTER FROM THE BOARD

K. General

Upon the approval at the AGM and Class Meetings, the Board shall be authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the completion of Bonus Issue of Shares.

4. TAxATION

The Board 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 AGM, 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 AGM which will be held on Friday, 13 May 2011.

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 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.

5. GENERAL MANDATE TO ISSUE SHARES

To ensure flexibility and discretion to the Board to issue new Shares when it becomes desirable, the Company proposes to grant the General Mandate to the Board to allot, issue and otherwise deal with additional Domestic Shares and H Shares of the Company up to the limit of 20% of each of the aggregate nominal values of the Domestic Shares and H Shares of the Company, respectively, in issue on the date of passing such resolution.

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LETTER FROM THE BOARD

As at the date of this circular, the issued share capital of the Company comprised of 108,680,000 Domestic Shares and 87,320,000 H Shares. Subject to the approval of the grant of the General Mandate and on the basis that no further Shares are issued before the AGM, the Board will have the power to issue up to 21,736,000 Domestic Shares and 17,464,000 H Shares.

The General Mandate shall be effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws and regulations to be held; or (iii) the revocation or variation of the authority given under this resolution by passing of a special resolution of the Company in a general meeting.

Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. The Board has no plan to issue new Shares pursuant to the General Mandate at present.

6. AGM AND CLASS MEETINGS

A notice convening the AGM to be held at No.52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC on Friday, 13 May 2011 at 10:00 a.m., is set out on pages 13 to 18 of this circular. The notices convening the H Shares Class Meeting and the Domestic Shares Class Meeting (at 10:30 a.m. and 11:00 a.m. respectively on Friday, 13 May 2011) of the Company to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC, are set out on pages 19 to 26 of this circular.

Votes on the resolution to be proposed at the AGM and the Class Meetings shall be taken by way of poll.

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, and holders of domestic shares whose names appear on the register of the Company at the close of business of Tuesday, 12 April 2011 shall be entitled to attend the AGM.

Holders of H Shares intending to attend and vote at the AGM 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.

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LETTER FROM THE BOARD

holders of H Shares; or the office of the Company, at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC for holders of Domestic Shares. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM and the Class Meetings or any adjournment thereof should you so desire.

7. 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 herein or this circular misleading.

8. RECOMMENDATION

The Directors are of the view that the proposed resolutions in respect of (i) the payment of Cash Dividends; (ii) the Bonus Issue of Shares; and (iii) the grant of the General Mandate to the Board, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of the aforesaid resolutions at the AGM and the Class Meetings.

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

12 -

NOTICE OF AGM

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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 THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2010 (the “ AGM ”) 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 10:00 a.m. on Friday, 13 May 2011 for the purpose of passing the following resolutions:

AS ORdINARY RESOLUTIONS

To consider and, if thought fit, to approve the audited consolidated financial statements of the Company for the year ended 31 December 2010.
To consider and, if thought fit, to approve the report of the directors of the board of the Company for the year ended 31 December 2010.
To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2010.
To consider and, if thought fit, to approve the proposal for payment of a cash dividend of RMB 0.48 per share (tax inclusive) by way of the Company’s retained earnings as at 31 December 2007.
To consider and, if thought fit, to approve the re-appointment of PricewaterhouseCoopers as the independent auditor of the Company for the year ending 31 December 2011 and to authorize the board of directors of the Company to fix its remuneration.
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NOTICE OF AGM

AS SPECIAL RESOLUTIONS:

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.
(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 (“ Articles of Association ”) 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.”
To consider and, if thought fit, to approve a general mandate to the board of directors of the Company to issue, allot and deal with (1) additional Domestic Shares not exceeding 20% of the Domestic Shares in issue; and (2) additional H Shares not exceeding 20% of the H Shares in issue, and to authorise the board of directors to make such corresponding amendments to the Articles of Association of the Company as it think fit so as to reflect the new capital structure upon the allotment and issue of the shares:
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NOTICE OF AGM

“ THAT

(A)

(i) subject to paragraph 7(A)(iii) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities (the “ Hong Kong Listing Rules ”) on the Stock Exchange, the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the board of directors during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Domestic Shares and H Shares of the Company and to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers be hereby generally and unconditionally approved;
(ii) the approval in paragraph 7(A)(i) shall authorise the board of directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers after the end of the Relevant Period;
(iii) each of the aggregate nominal amounts of Domestic Shares and H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the board of directors pursuant to the approval granted in paragraph 7(A)(i) shall not exceed 20% of each of the aggregate nominal amounts of Domestic Shares and H Shares of the Company, respectively, in issue at the date of passing this resolution, otherwise pursuant to (a) a Rights Issue; or (b) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company, in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC; and
(iv) for the purposes of this resolution:

“H Shares” means overseas listed Shares in the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars, for which permission to deal in and the grant of listing on the Stock Exchange has been obtained.

“Domestic Shares” are ordinary shares in the capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and credited as fully paid up in Renminbi; and

15 -

NOTICE OF AGM

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws and regulations to be held; or
(c) the revocation or variation of the authority given to the board of directors under this resolution by passing of a special resolution of the Company in a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the board of directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the board of directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) The board of directors be authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issue of shares as provided in paragraph 7(A)(i) of this resolution.”

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 notice, 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.

16 -

NOTICE OF AGM

Notes:

1. ELIGIBILITY FOR ATTENdING THE AGM

2. RECOMMENdATION OF CASH dIVIdENdS ANd BONUS ISSUE OF SHARES, WITHHOLdING ANd PAYMENT OF PERSONAL INCOME TAx FOR INdIVIdUALS ANd ENTERPRISE INCOME TAx FOR NONRESIdENT 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 AGM, 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 AGM which will be held on Friday, 13 May 2011.

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 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 AGM 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.
17 -

NOTICE OF AGM

(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 to (i) the office address of Company for holders of domestic shares; and (ii) Computershare Hong Kong Investor Services Limited, the H Share registrar and transfer office of the Company in Hong Kong, for holders of H shares, no less than 24 hours before the time fixed for convening the AGM 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 AGM

(1) A shareholder or his proxy shall produce his identification document when attending the AGM. 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 AGM shall return to the Company the reply slip stating their attendance on or before Friday, 22 April 2011.
(3) A shareholder may return the above reply slip to the Company in person, by post or by facsimile to the office of the Company or 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 AGM and voting in the AGM as well as qualifying for receiving the proposed cash dividend, 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 AGM

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 AGM will demand a poll in relation to all the proposed resolutions at the AGM.

7. MISCELLANEOUS

(1) The AGM of the Company is expected to be held for less than half a day. Shareholders attending the AGM 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.
(3) The office and the contact details of the Company are:

No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC Telephone: (+86) 10 6705 6924

Fax: (+86) 10 6705 9266

18 -

NOTICE OF H SHARES CLASS MEETING

==> picture [260 x 113] intentionally omitted <==

,

(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:

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.
19 -

NOTICE OF H SHARES CLASS MEETING

(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

20 -

NOTICE OF H SHARES CLASS MEETING

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.

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.
21 -

NOTICE OF H SHARES CLASS MEETING

(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.
(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.
22 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

==> picture [260 x 113] intentionally omitted <==

,

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

NOTICE OF DOMESTIC SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holders of domestic shares (the “ Domestic 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 11:00 a.m. on Friday, 13 May 2011 for the purpose of passing the following resolutions:

AS A SPECIAL RESOLUTION:

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.
23 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

(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

24 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

Notes:

1. ELIGIBILITY FOR ATTENDING THE DOMESTIC SHARES CLASS MEETING

Holders of Domestic Shares whose names appear on the register of the Company at the close of business of Tuesday, 12 April 2011 shall be entitled to attend the Domestic Shares Class Meeting.

2. RECOMMENDATION OF CASH DIVIDENDS AND BONUS ISSUE OF SHARES

3. PROxY

(1) Shareholders entitled to attend and vote at the Domestic 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 to the office address of Company for holders of domestic shares, no less than 24 hours before the time fixed for convening the Domestic 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 DOMESTIC SHARES CLASS MEETING

(1) A shareholder or his proxy shall produce his identification document when attending the Domestic 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 Domestic Shares Class Meeting shall return to the Company the reply slip stating their attendance on or before Friday, 22 April 2011.
(3) A shareholder may return the above reply slip to the Company in person, by post or by facsimile to the office of the Company.

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.

25 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

6. METHOD OF VOTING AT THE DOMESTIC 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 Domestic Shares Class Meeting will demand a poll in relation to all the proposed resolutions at the Domestic Shares Class Meeting.

7. MISCELLANEOUS

(1) The Domestic Shares Class Meeting of the Company is expected to be held for less than half a day. Shareholders attending the Domestic Shares Class Meeting shall be responsible for their own travelling and accommodation expenses.
(2) The office and the contact details of the Company are:

No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC Telephone: (+86) 10 6705 6924 Fax: (+86) 10 6705 9266

26 -

AI assistant

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

50076_rns_2011-03-25_23835695-8b87-468c-98e6-dbc311672a23.pdf

,

PROPOSED PAYMENT OF CASH DIVIDENDS PROPOSED BONUS ISSUE OF SHARES AND GENERAL MANDATE TO ISSUE SHARES

DEFINITION

DEFINITION

DEFINITION

,

PROPOSED PAYMENT OF CASH DIVIDENDS PROPOSED BONUS ISSUE OF SHARES AND GENERAL MANDATE TO ISSUE SHARES

1. INTRODUCTION

LETTER FROM THE BOARD

2. PROPOSED PAYMENT OF CASH DIVIDENDS

3. PROPOSED BONUS ISSUE OF SHARES

A. Conditions of the Bonus Issue of Shares

B. Status of the New Bonus Shares and Fractional Entitlement

C. Expected Timetable

D. Effect to the Shareholding Upon the Completion of Bonus Issue of Shares

E. Overseas Shareholders

F. Application for Listing

G. Reasons for the Bonus Issue of Shares

H. Closure of Books

I. Share Certificates

J. Documents Available for Inspection

K. General

4. TAxATION

5. GENERAL MANDATE TO ISSUE SHARES

6. AGM AND CLASS MEETINGS

7. RESPONSIBILITY STATEMENT

8. RECOMMENDATION

,

NOTICE OF THE ANNUAL GENERAL MEETING

AS ORdINARY RESOLUTIONS

AS SPECIAL RESOLUTIONS:

“ THAT :

NOTICE OF AGM

“ THAT

1. ELIGIBILITY FOR ATTENdING THE AGM

2. RECOMMENdATION OF CASH dIVIdENdS ANd BONUS ISSUE OF SHARES, WITHHOLdING ANd PAYMENT OF PERSONAL INCOME TAx FOR INdIVIdUALS ANd ENTERPRISE INCOME TAx FOR NONRESIdENT LEGAL PERSONS

3. PROxY

4. REGISTRATION PROCEdURES FOR ATTENdING THE AGM

5. CLOSURE OF REGISTER OF MEMBERS

6. METHOd OF VOTING AT THE AGM

7. MISCELLANEOUS

,

NOTICE OF H SHARES CLASS MEETING

AS A SPECIAL RESOLUTION:

“ THAT :

1. ELIGIBILITY FOR ATTENdING THE H SHARES CLASS MEETING

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

3. PROxY

4. REGISTRATION PROCEdURES FOR ATTENdING THE H SHARES CLASS MEETING

5. CLOSURE OF REGISTER OF MEMBERS

6. METHOd OF VOTING AT THE H SHARES CLASS MEETING

7. MISCELLANEOUS

,

NOTICE OF DOMESTIC SHARES CLASS MEETING

AS A SPECIAL RESOLUTION:

“ THAT :

1. ELIGIBILITY FOR ATTENDING THE DOMESTIC SHARES CLASS MEETING

2. RECOMMENDATION OF CASH DIVIDENDS AND BONUS ISSUE OF SHARES

3. PROxY

4. REGISTRATION PROCEDURES FOR ATTENDING THE DOMESTIC SHARES CLASS MEETING

5. CLOSURE OF REGISTER OF MEMBERS

6. METHOD OF VOTING AT THE DOMESTIC SHARES CLASS MEETING

7. MISCELLANEOUS

More from Tong Ren Tang Technologies Co. Ltd.

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