Tong Ren Tang Technologies Co. Ltd. — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

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.

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)

PROPOSED CAPITALIZATION ISSUE; PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISOR; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; GENERAL MANDATE TO ISSUE NEW SHARES; NOTICE OF AGM; NOTICE OF H SHARE CLASS MEETING; AND NOTICE OF DOMESTIC SHARE CLASS MEETING

A letter from the Board is set out on pages 4 to 13 of this circular. A notice convening the AGM to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC at 9:30 a.m. on Thursday, 12 June 2014, is set out on pages 14 to 19 of this circular. A notice convening the H Share Class Meeting to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC at 10:00 a.m. on Thursday, 12 June 2014, is set out on pages 20 to 22 of this circular. A notice convening the Domestic Share Class Meeting to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC at 10:30 a.m. on Thursday, 12 June 2014, is set out on pages 23 to 25 of this circular.

If you intend to appoint a proxy to attend the AGM or 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 or the Class Meetings or any adjournment thereof, and deposit it with, (i) for holders of H Shares, Hong Kong Registrars Ltd., 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; and (ii) for holders of Domestic Shares, the office of the Company, at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or the Class Meetings or any adjournment thereof should you so desire.

25 April 2014

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PROPOSED CAPITALIZATION ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISOR . . . . . . . . .	9
4.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . .	10
5.	GENERAL MANDATE TO ISSUE NEW SHARES . . . . . . . . . . . . . . . . . . . . . .	11
6.	AGM AND CLASS MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
7.	CLOSURE OF REGISTER OF MEMBERS OF H SHARES . . . . . . . . . . . . . . . .	12
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
**NOTICE **	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
**NOTICE **	OF H SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
**NOTICE **	OF DOMESTIC SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

• i -

DEFINITIONS

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

“AGM”	means the 2013 annual general meeting of the Company to be
	convened at 9:30 a.m. on Thursday, 12 June 2014
“Articles of Association”	means the articles of association of the Company
“Board”	means the board of Directors
“Capitalization Domestic Share(s)”	means the new Domestic Shares to be allotted and issued under the
	Capitalization Issue
“Capitalization H Share(s)”	means the new H Shares to be allotted and issued under the
	Capitalization Issue
“Capitalization Issue”	means the proposed capitalization of the capital reserve of the
	Company into ordinary shares of the Company to be allotted and
	issued to the Shareholders on the basis of one (1) Capitalization
	Share for every Share held by the Shareholders whose names
	appear on the register of members of the Company on the Record
	Date
“Capitalization Share(s)”	means the Capitalization Domestic Shares and the Capitalization H
	Shares
“CCASS”	means the Central Clearing and Settlement System established and
	operated by HKSCC
“Class Meetings”	the H Share Class Meeting and the Domestic Share Class Meeting,
	collectively
“Company”	means Tong Ren Tang Technologies Co. Ltd. (北京同仁堂科技發
	展股份有限公司), a joint stock limited company incorporated in
	the PRC with limited liability and whose H shares are listed and
	traded on the Main Board of the Stock Exchange
“Director(s)”	means the director(s) of the Company
“Domestic Share(s)”	means the ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, which is/are subscribed for
	in RMB
“Domestic Share Class Meeting”	means the meeting of the holders of Domestic Shares to be
	convened at 10:30 a.m. on Thursday, 12 June 2014

• 1 -

DEFINITIONS

“Final Dividend”	means a final dividend of RMB0.25 (including tax) per Share for
	the year ended 31 December 2013 as proposed by the Board, which
	is subject to the approval by the Shareholders at the AGM
“General Mandate”	the general mandate to issue Shares to be granted to the Board at
	the AGM
“H Share(s)”	means the ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, which is/are listed on the
	Stock Exchange and subscribed for in Hong Kong dollars
“H Share Class Meeting”	means the meeting of the holders of H Shares to be convened at
	10:00 a.m. on Thursday, 12 June 2014
“HKSCC”	means Hong Kong Securities Clearing Company Limited, a wholly-
	owned subsidiary of Hong Kong Exchange and Clearing Limited
“Hong Kong”	means the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	means 17 April 2014, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
“Listing Rules”	means the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time)
“Overseas Shareholders”	means holders of H Shares whose addresses as shown on the
	register of members of H Shares are outside Hong Kong on the
	Record Date, if any
“PRC”	means the People’s Republic of China, which for the purpose of
	this circular only, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Chinese Taiwan
“Record Date”	23 June 2014, being the date for determining the Shareholders’
	entitlement to the Capitalization Shares as well as the Final
	Dividend
“RMB”	means Renminbi, the lawful currency of the PRC
“SFO”	means the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
“Share(s)”	means ordinary share(s) with a nominal value of RMB1.00 each in
	the share capital of the Company, including Domestic Share(s) and
	H Share(s)

• 2 -

DEFINITIONS

“Shareholder(s)” means the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” means the supervisor(s) of the Company

• 3 -

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:

Mr. Mei Qun Mr. Xie Zhan Zhong Mr. Yin Shun Hai Mr. Wang Yu Wei Ms. Fang Jia Zhi

Registered office:

No.16 Tongji Beilu, Beijing Economic and Technology Development Zone, Beijing, the PRC

Office and mailing address:

Independent non-executive Directors:

Ms. Tam Wai Chu, Maria Mr. Ting Leung Huel, Stephen Mr. Jin Shi Yuan

No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC

25 April 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITALIZATION ISSUE; PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISOR; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; GENERAL MANDATE TO ISSUE NEW SHARES; NOTICE OF AGM; NOTICE OF H SHARE CLASS MEETING; AND NOTICE OF DOMESTIC SHARE CLASS MEETING

1. INTRODUCTION

Reference is made to the announcements of the Company dated 20 March 2014 in relation to the proposed Capitalization Issue, the proposed appointments of Directors and Supervisor and the proposed amendments to the Articles of Association.

• 4 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) detailed information regarding the above-mentioned proposals; (ii) a notice convening the AGM; (iii) a notice convening the H Share Class Meeting; and (iv) a notice convening the Domestic Share Class Meeting.

2. PROPOSED CAPITALIZATION ISSUE

I. Introduction

Relevant resolution has been passed at a meeting of the Board held on 20 March 2014 in relation to the proposed capitalization of the capital reserve of the Company into ordinary Shares of the Company to be allotted and issued to the Shareholders on the basis of one (1) Capitalization Share for every Share held by the Shareholders whose names appear on the register of members of the Company on the Record Date.

As at the Latest Practicable Date, the registered and issued share capital of the Company is RMB640,392,000, which is divided into 314,352,000 H Shares and 326,040,000 Domestic Shares with a nominal value of RMB1.00 each. Upon completion of the proposed Capitalization Issue on the basis of one (1) Capitalization Share for every Share held by the Shareholders whose names appear on the register of members of the Company on the Record Date and assuming that no further H Shares or Domestic Shares will be issued or repurchased from the Latest Practicable Date to the completion of the proposed Capitalization Issue, an aggregate of 640,392,000 Capitalization Shares comprising 314,352,000 Capitalization H Shares and 326,040,000 Capitalization Domestic Shares will be issued, and the registered and issued share capital of the Company will be increased to RMB1,280,784,000.

The Capitalization Shares will be credited as fully paid by way of capitalization of an amount in the capital reserve account of the Company which is equal to the aggregate nominal value of the Capitalization Shares to be issued.

II. Conditions to the Capitalization Issue

The proposed Capitalization Issue shall become effective upon the fulfilment of the following conditions:

• i. the proposed Capitalization Issue having been approved by the Shareholders at the AGM, the H Share Class Meeting and the Domestic Share Class Meeting of the Company, respectively; and

• ii. the listing committee of the Stock Exchange granting the listing of, and permission to deal in, the Capitalization H Shares.

• 5 -

LETTER FROM THE BOARD

III. Entitlements of the Capitalization Shares and Treatment of Fraction of Capitalization Shares

The Capitalization Shares will rank pari passu in all respects with the existing H Shares and Domestic Shares, as the case may be, in issue on the Record Date. Holders of the Capitalization 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 Capitalization Shares are allotted and issued, but will not be entitled to the final dividend of the Company for the year ended 31 December 2013 which is subject to the approval of the Shareholders at the AGM.

On the basis of one (1) Capitalization Share for every Share held by the Shareholders on the Record Date, the Company will not allot any fraction of the Capitalization Shares pursuant to the proposed Capitalization Issue.

IV. Effect of the Proposed Capitalization Issue on the Shareholding Structure of the Company

Set out below is the shareholding structure of the Company as at the Latest Practicable Date and upon completion of the proposed Capitalization Issue (assuming that no further H Shares or Domestic Shares will be issued or repurchased from the Latest Practicable Date to the completion of the proposed Capitalization Issue):

Domestic Shares H Shares Total	as at the Latest Practicable Date Number of Shares % 326,040,000 50.91 314,352,000 49.09 640,392,000 100	upon completion of the proposed Capitalization Issue Number of Shares % 652,080,000 50.91 628,704,000 49.09 1,280,784,000 100	upon completion of the proposed Capitalization Issue Number of Shares % 652,080,000 50.91 628,704,000 49.09 1,280,784,000 100
			100

V. Overseas Shareholders

The Company will make enquiry regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange and upon the enquiry, if the Board is of the view that for Overseas Shareholders who will not be entitled to the Capitalization Shares because of the legal restrictions under the laws or statutory regulations of their jurisdiction or the requirements of the stock exchange in that jurisdiction, arrangements will be made for the Capitalization Shares which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Overseas Shareholder, 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.

• 6 -

LETTER FROM THE BOARD

VI. Listing and Dealings

Application will be made to the listing committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Capitalization H Shares.

Subject to the granting of the listing of, and permission to deal in, the Capitalization H Shares on the Stock Exchange and the compliance on stock admission required by HKSCC, the Capitalization H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS with effect from the date of commencement of dealings in the Capitalization H Shares or such other date as determined by HKSCC.

VII. Share Certificates

Subject to the fulfilment of the conditions to the Capitalization Issue as set out in paragraph II above, certificates of the Capitalization H Shares are expected to be despatched by ordinary mail to the persons entitled thereto on or before Wednesday, 2 July 2014 to their respective addresses shown in the register of members of H Shares or in the case of joint holders, to the address of the joint holder whose name stands first in the register of members of H Shares.

VIII. Taxation

Pursuant to the relevant laws and regulations of the PRC, and after consulting with relevant PRC tax authority, Shareholders will not be subject to the withholding of any income tax by reason of their holding of the Capitalization Shares.

IX. Reasons for the Proposed Capitalization Issue

The Board believes that the Capitalization Issue i) will allow the Shareholders to participate in the growth of the Company 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 by and in relation to the proposed Capitalization Issue, the proposed Capitalization Issue 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 proposed Capitalization Issue will not have any adverse impact on the financial position of the Company.

• 7 -

LETTER FROM THE BOARD

X. Expected Timetable

Dates or deadlines specified in this circular 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 time for lodging transfer of H Shares in order to be qualified for attending and voting at the AGM and the Class Meetings . . . . . . 4:30 p.m. on Monday, 12 May 2014

Register of members of H Shares closes . . . . . . . . . . . . . . . from Tuesday, 13 May 2014 to Thursday, 12 June 2014 (both days inclusive) Last time for lodging the proxy forms for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Wednesday, 11 June 2014 Last time for lodging the proxy forms for

the H Share Class Meeting . . . . . . . . . . . . . . 10:00 a.m. on Wednesday, 11 June 2014 Last time for lodging the proxy forms for the Domestic Share Class Meeting . . . . . . . . . 10:30 a.m. on Wednesday, 11 June 2014 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 12 June 2014 H Share Class Meeting . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 12 June 2014 Domestic Share Class Meeting . . . . . . . . . . . . . . . 10:30 a.m. on Thursday, 12 June 2014 Publication of the poll results of the AGM, the H Share Class Meeting and the Domestic Share Class Meeting . . . . . . . . . . . . . . . . . . . . . . . Thursday, 12 June 2014 Last day of dealings in H Shares on a

cum-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 16 June 2014 First day of dealings in H Shares on an ex-entitlement basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 June 2014 Latest time for lodging transfer of H Shares in order to be entitled to the Capitalization H Shares . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 18 June 2014 Register of members of H Shares closes . . . . . . . . . . . . . . from Thursday, 19 June 2014 to Monday, 23 June 2014 (both days inclusive)

• 8 -

LETTER FROM THE BOARD

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 June 2014 Register of members of H Shares re-opens . . . . . . . . . . . . . . . . . Tuesday, 24 June 2014 Certificates for the Capitalization H Shares are expected to be despatched on or before . . . . . . . . . . . . . . Wednesday, 2 July 2014 Commencement of dealings in the Capitalization H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 July 2014

XI. General

Subject to the approval by the Shareholders, 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 of the Company upon completion of the Capitalization Issue.

3. PROPOSED APPOINTMENTS OF DIRECTORS AND SUPERVISOR

The Board resolved on 20 March 2014 to propose the appointment of each of Mr. Wang Quan (“ Mr. Wang ”) and Mr. Gong Qin (“ Mr. Gong ”) as an executive Director of the Fifth Session of the Board, and the appointment of Ms. Ma Bao Jian (“ Ms. Ma ”) as a shareholder representative Supervisor of the Fifth Session of the Supervisory Committee of the Company.

In accordance with the Articles of Association, the proposed appointment of each of Mr. Wang, Mr. Gong and Ms. Ma is subject to the Shareholders’ approval at the general meeting of the Company. Relevant proposals will be put forward at the AGM for Shareholders’ consideration and approval by way of ordinary resolutions.

The biographical details of Mr. Wang:

Mr. Wang Quan, aged 59, is a senior economist with a master’s degree. He was formerly a director, the secretary to the Disciplinary Inspection Committee, the deputy general manager of China Beijing Tong Ren Tang Group Co., Ltd.. He is currently the deputy secretary to the Party Committee of China Beijing Tong Ren Tang Group Co., Ltd. and a director of Beijing Tong Ren Tang Traditional Chinese Medicine Hospital.

The biographical details of Mr. Gong:

Mr. Gong Qin, aged 57, is a Pharmacist-in-charge with a bachelor’s degree. He was formerly the secretary to the Disciplinary Committee and the head of Audit and Supervision Department of China Beijing Tong Ren Tang Group Co., Ltd. and the chief supervisor of Beijing Tong Ren Tang Company Limited. He is currently the secretary to the Disciplinary Inspection Committee of China Beijing Tong Ren Tang Group Co., Ltd. and the supervisor of Beijing Tong Ren Tang Company Limited.

• 9 -

LETTER FROM THE BOARD

The biographical details of Ms. Ma:

Ms. Ma Bao Jian, aged 50, is a senior accountant with a master’s degree. She was formerly the head of the Financial Operation Department and the deputy chief accountant of China Beijing Tong Ren Tang Group Co., Ltd. She is currently the deputy general manager of China Beijing Tong Ren Tang Group Co., Ltd. and a director of each of Beijing Tong Ren Tang Commercial Investment Group Co., Ltd., Beijing Tong Ren Tang Medicinal Materials and Shen Rong Investment Group Co., Ltd., Beijing Tong Ren Tang Shen Rong Company Limited and Beijing Tong Ren Tang (Australia) Pty. Ltd.. Ms. Ma is also the deputy head of China Pharmaceutical Accounting Association and a director of Beijing Association of Chief Financial Officers.

Save as disclosed above, none of Mr. Wang, Mr. Gong and Ms. Ma has any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company, or has any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, none of Mr. Wang, Mr. Gong and Ms. Ma held any other positions in the Company or any of its subsidiaries or any directorships in other listed companies in the last three years.

Save as disclosed above, the Company was not aware of any other matters that need to be brought to the attention of the Shareholders or any information in relation to the proposed appointment of each of Mr. Wang, Mr. Gong or Ms. Ma that needs to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

Upon the proposed appointment of each of Mr. Wang and Mr. Gong as an executive Director and the proposed appointment of Ms. Ma as a shareholder representative Supervisor being approved by the Shareholders at the AGM, the Company will enter into a service contract with each of them. The term of office of each of them is for a period commencing from the date of approval by the Shareholders at the AGM to the date of the annual general meeting to be convened in 2015. Their remuneration as executive Directors or shareholder representative Supervisor will be determined by the Board according to the authorization to be granted by the Shareholders at the AGM.

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to further meet the market demand, bring into play the potential of the Company’s existing products, expand the business areas of the Company and improve the profitability of the Company, the Board resolved on 20 March 2014 to propose the amendments to the Articles of Association in relation to the business scope of the Company as follows:

Article 10

Which originally reads as: “The business scope of the Company shall be consistent with and subject to that as approved by the company registration authorities.

• 10 -

LETTER FROM THE BOARD

The business scope of the Company covers development of medical technology, technology consultancy and services; manufacturing and sale of Chinese medicine, biological preparations, Chinese herbs, food and healthcare food; e-commerce; export of self-produced products and related technology; manufacturing and import and export of raw and auxiliary materials, machinery and equipment and technology required by production; property lease business; general transportation of goods; business of joint venture, production cooperation, product processing with supplied materials and compensation trade; import and export of other commodities approved by the Ministry of Foreign Trade and Economic Cooperation (save for the projects without specific license); operating and acting as an agent in the import and export business of various commodities and technology (excluding the commodities and technology, the operation of which is restricted or the import or export of which is prohibited (merchandise catalog for import and export is not enclosed)) by the State; product processing with imported materials and “three categories of processing and one category of compensation businesses”; re-export and counter trade.”

is proposed to be amended as follows: “The business scope of the Company shall be consistent with and subject to that as approved by the company registration authorities.

The business scope of the Company covers development of medical technology, technology consultancy and services; manufacturing and sale of Chinese medicine, biological preparations, Chinese herbs, chemical reagents, antibiotics, biochemical drugs, medical devices, food, ~~and h~~ ealthcare food ~~;~~ , commodity and footbath products; e-commerce; export of self-produced products and related technology; manufacturing and import and export of raw and auxiliary materials, machinery and equipment and technology required by production; property lease business; general transportation of goods; business of joint venture, production cooperation, product processing with supplied materials and compensation trade; import and export of other commodities approved by the Ministry of Foreign Trade and Economic Cooperation (save for the projects without specific license); operating and acting as an agent in the import and export business of various commodities and technology (excluding the commodities and technology, the operation of which is restricted or the import or export of which is prohibited (merchandise catalog for import and export is not enclosed)) by the State; product processing with imported materials and “three categories of processing and one category of compensation businesses”; re-export and counter trade.”

The proposed amendments to the Articles of Association are subject to the Shareholders’ approval at the general meeting of the Company by way of a special resolution. Relevant proposal will be put forward at the AGM for Shareholders’ consideration and approval.

5. GENERAL MANDATE TO ISSUE NEW 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 number of the Domestic Shares and H Shares of the Company, respectively, in issue on the date of passing such resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised of 326,040,000 Domestic Shares and 314,352,000 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 65,208,000 Domestic Shares and 62,870,400 H Shares.

• 11 -

LETTER FROM THE BOARD

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 Listing Rules, the Articles of Association and 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 at 9:30 a.m. on Thursday, 12 June 2014, is set out on pages 14 to 19 of this circular. A notice convening the H Share Class Meeting to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC at 10:00 a.m. on Thursday, 12 June 2014, is set out on pages 20 to 22 of this circular. A notice convening the Domestic Share Class Meeting to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the PRC at 10:30 a.m. on Thursday, 12 June 2014, is set out on pages 23 to 25 of this circular.

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

If you intend to appoint a proxy to attend the AGM or 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 or the Class Meetings or any adjournment thereof, and deposit it with, (i) for holders of H Shares, Hong Kong Registrars Ltd., 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; and (ii) for holders of Domestic Shares, the office of the Company, at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or the Class Meetings or any adjournment thereof should you so desire.

7. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares will be closed for the period as set out below, during which time no transfer of H Shares will be registered. In order to be qualified for attending and voting at the AGM and the H Share Class Meeting, and for the Final Dividend as well as the allotment and issue of the Capitalization H Shares, all transfer documents of the holders of H Shares must be lodged with the Company’s H Share registrar and transfer office, Hong Kong Registrars Ltd. at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than the deadlines as set out below:

• 12 -

LETTER FROM THE BOARD

(i) To be qualified for attending and voting at the AGM and the H Share Class Meeting

Deadline for lodging the transfer documents

with Hong Kong Registrars Ltd. . . . . . . . . . . . . . . 4:30 p.m. on Monday, 12 May 2014

Book closure period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Tuesday, 13 May 2014 to Thursday, 12 June 2014 (both days inclusive)

AGM and H Share Class Meeting record date . . . . . . . . . . . . . . Thursday, 12 June 2014

• (ii) To be qualified for the Final Dividend* and the allotment and issue of the Capitalization H Shares

Deadline for lodging the transfer documents

with Hong Kong Registrars Ltd. . . . . . . . . . . . 4:30 p.m. on Wednesday, 18 June 2014

Book closure period . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Thursday, 19 June 2014 to Monday, 23 June 2014 (both days inclusive)

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 June 2014

• Details of the Final Dividend are set out in the annual results announcement for the year ended 31 December 2013 published by the Company on 20 March 2014.

8. RECOMMENDATION

The Directors believe that the resolutions in respect of (i) the proposed Capitalization Issue; (ii) the proposed appointments of Directors and Supervisor; and (iii) the proposed amendments to the Articles of Association are all in the best of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM or the Class Meetings.

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

Chairman

• 13 -

NOTICE OF ANNUAL GENERAL MEETING

==> picture [260 x 112] intentionally omitted <==

==> picture [60 x 44] intentionally omitted <==

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

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting for the year of 2013 (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 9:30 a.m. on Thursday, 12 June 2014 for the purpose of considering and, if thought fit, passing the following resolutions:

As Ordinary Resolutions

1. To consider and, if thought fit, to approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2013.

2. To consider and, if thought fit, to approve the report of the board of directors of the Company (the “ Board ”) for the year ended 31 December 2013.

3. To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2013.

4. To consider and, if thought fit, to approve the proposal of payment of a final dividend of RMB0.25 (tax inclusive) per share for the year ended 31 December 2013.

5. To consider and, if thought fit, to approve the re-appointment of PricewaterhouseCoopers as the independent auditors of the Company for the year ending 31 December 2014; and to authorize the Board to fix its remuneration.

6. To consider and, if thought fit, to approve the appointment of Mr. Wang Quan as an executive director of the Fifth Session of the Board, with a term commencing from the conclusion of the AGM to the date of the annual general meeting to be convened in 2015; and to authorize the Board to fix the remuneration and to enter into the service contract with Mr. Wang Quan on and subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

7. To consider and, if thought fit, to approve the appointment of Mr. Gong Qin as an executive director of the Fifth Session of the Board, with a term commencing from the conclusion of the AGM to the date of the annual general meeting to be convened in 2015; and to authorize the

8. 14 -

NOTICE OF ANNUAL GENERAL MEETING

Board to fix the remuneration and to enter into the service contract with Mr. Gong Qin on and subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

1. To consider and, if thought fit, to approve the appointment of Ms. Ma Bao Jian as a shareholder representative supervisor of the Fifth Session of the Supervision Committee of the Company, with a term commencing from the conclusion of the AGM to the date of the annual general meeting to be convened in 2015; and to authorize the Board to fix the remuneration and to enter into the service contract with Ms. Ma Bao Jian on and subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

As Special Resolutions

1. To consider and, if thought fit, to approve the Capitalization Issue:

“ THAT :

Subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Capitalization H Shares,

• (a) the capitalization of the capital reserve of the Company into ordinary Shares of the Company to be allotted and issued to the Shareholders on the basis of one (1) Capitalization Share for every Share held by the Shareholders whose names appear on the register of members of the Company on the Record Date, being 23 June 2014, be and is hereby approved; and

• (b) any one executive Director be and is hereby authorized to deal with all the matters in relation to the Capitalization Issue in his/her sole discretion, execute all relevant documents and make such arrangements as he/she thinks appropriate and fit to give effect to, or to implement the Capitalization Issue, including but not limited to:

• (i) to determine, on the Record Date, the exact amount to be capitalized out of the capital reserve account of the Company and the exact number of the Capitalization H Shares and the Capitalization Domestic Shares to be issued and allotted on the basis as referred to in paragraph (a) of this resolution;

• (ii) to make relevant application and submit relevant documents to the Stock Exchange for the listing of, and deal in, the Capitalization H Shares;

• (iii) to make appropriate arrangements (if needed) with the Company’s H share registrar and transfer office and Hong Kong Securities Clearing Company Limited in respect of the registration and dealings of the Capitalization H Shares;

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) to make certain amendments to the articles of association of the Company (the “ Articles of Association ”) as appropriate and necessary to reflect the latest shareholding structure of the Company upon completion of the Capitalization Issue; and

• (v) to execute relevant documents and authorize specific personnel of the Company to go through the registration and filing procedures with the industrial and commercial registration authority in respect of the changes in the registered capital of the Company and the Articles of Association upon completion of the Capitalization Issue, and to take any other actions if necessary.”

• To consider and, if thought fit, to approve the amendments to the Articles of Association in respect of Article 10.

• To consider and, if thought fit, to approve a general mandate to the Board 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 authorize the Board to make such corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment and issue of the shares:

“ THAT

• (A) (i) subject to paragraph 11(A)(iii) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Hong Kong Listing Rules ”), the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board 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 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 11(A)(i) shall authorize the Board 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 number of the Domestic Shares and the 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 pursuant to the approval granted in paragraph 11A)(i) shall not exceed 20% of each of the aggregate number of the Domestic Shares and the H Shares, 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

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NOTICE OF ANNUAL GENERAL MEETING

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 the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and traded in Hong Kong dollars.

“Domestic Shares” means the domestic invested ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for in Renminbi; and

“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 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 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 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.

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NOTICE OF ANNUAL GENERAL MEETING

• (B) The Board be authorized 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 11(A)(i) of this resolution.”

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

Beijing, the PRC 25 April 2014

Notes:

• Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 25 April 2014.

1. ELIGIBILITY FOR ATTENDING THE AGM

Holders of H shares whose names appear on the register of the Company maintained by Hong Kong Registrars Ltd., 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 on Thursday, 12 June 2014 shall be entitled to attend the AGM.

2. 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.

• (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) Hong Kong Registrars Ltd., the H share registrar and transfer office of the Company in Hong Kong, for holders of H shares; and (ii) the office address of the Company for holders of domestic 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.

3. 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 resolution 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 Thursday, 22 May 2014.

• (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 the H share registrar and transfer office of the Company, Hong Kong Registrars Ltd.

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NOTICE OF ANNUAL GENERAL MEETING

4. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed during the period as set out below, during which time no transfer of shares will be registered. In order to be qualified for attending and voting at the AGM, and be qualified for the Final Dividend and the allotment and issue of the Capitalization H Shares, all transfer documents of the holders of H shares must be lodged with the Company’s H share registrar and transfer office, Hong Kong Registrars Ltd. at Shops 1712–1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong, no later than the deadline as set out below:

(i) To be qualified for attending and voting at the AGM

Deadline for lodging the transfer documents with Hong Kong Registrars Ltd. . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 12 May 2014

Book closure period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Tuesday, 13 May 2014 to Thursday, 12 June 2014 (both days inclusive)

AGM record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 12 June 2014

• (ii) To be qualified for the Final Dividend and the allotment and issue of the Capitalization H Shares

Deadline for lodging the transfer documents

with Hong Kong Registrars Ltd. . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 18 June 2014

Book closure period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Thursday, 19 June 2014 to Monday, 23 June 2014 (both days inclusive)

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 June 2014

5. 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.

6. MISCELLANEOUS

• (1) The AGM 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 Hong Kong Registrars Ltd., 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

• 19 -

NOTICE OF H SHARE CLASS MEETING

==> picture [260 x 112] intentionally omitted <==

==> picture [60 x 44] intentionally omitted <==

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

NOTICE OF H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of the holders of H shares (“ 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 10:00 a.m. on Thursday, 12 June 2014 (the “ H Share Class Meeting ”) for the purpose of passing the following resolution:

As Special Resolution

1. To consider and, if thought fit, to approve the Capitalization Issue:

“ THAT :

Subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Capitalization H Shares,

• (a) the capitalization of the capital reserve of the Company into ordinary Shares of the Company to be allotted and issued to the Shareholders on the basis of one (1) Capitalization Share for every Share held by the Shareholders whose names appear on the register of members of the Company on the Record Date, being 23 June 2014, be and is hereby approved; and

• (b) any one executive Director be and is hereby authorized to deal with all the matters in relation to the Capitalization Issue in his/her sole discretion, execute all relevant documents and make such arrangements as he/she thinks appropriate and fit to give effect to, or to implement the Capitalization Issue, including but not limited to:

• (i) to determine, on the Record Date, the exact amount to be capitalized out of the capital reserve account of the Company and the exact number of the Capitalization H Shares and the Capitalization Domestic Shares to be issued and allotted on the basis as referred to in paragraph (a) of this resolution;

• (ii) to make relevant application and submit relevant documents to the Stock Exchange for the listing of, and deal in, the Capitalization H Shares;

• 20 -

NOTICE OF H SHARE CLASS MEETING

• (iii) to make appropriate arrangements (if needed) with the Company’s H share registrar and transfer office and Hong Kong Securities Clearing Company Limited in respect of the registration and dealings of the Capitalization H Shares;

• (iv) to make certain amendments to the articles of association of the Company (the “ Articles of Association ”) as appropriate and necessary to reflect the latest shareholding structure of the Company upon completion of the Capitalization Issue; and

• (v) to execute relevant documents and authorize specific personnel of the Company to go through the registration and filing procedures with the industrial and commercial registration authority in respect of the changes in the registered capital of the Company and the Articles of Association upon completion of the Capitalization Issue, and to take any other actions if necessary.”

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

Beijing, the PRC 25 April 2014

Notes:

• Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 25 April 2014.

1. ELIGIBILITY FOR ATTENDING THE H SHARE CLASS MEETING

Holders of H Shares whose names appear on the register of the Company maintained by Hong Kong Registrars Ltd., the H Share registrar and transfer office of the Company in Hong Kong, on Thursday, 12 June 2014 shall be entitled to attend the H Share Class Meeting.

2. PROXY

• (1) Shareholders entitled to attend and vote at the H Share 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, for holders of H Shares, the notarized power of attorney or other document(s) of authorization (if any) and the form of proxy shall be delivered to Hong Kong Registrars Ltd., 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 Share 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.

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NOTICE OF H SHARE CLASS MEETING

3. REGISTRATION PROCEDURES FOR ATTENDING THE H SHARE CLASS MEETING

• (1) A shareholder or his proxy shall produce his identification document when attending the H Share 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 resolution 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 Share Class Meeting shall return to the Company the reply slip stating their attendance on or before Thursday, 22 May 2014.

• (3) A shareholder may return the above reply slip in person, by post or by facsimile to the office of the Company or the H share registrar and transfer office of the Company, Hong Kong Registrars Ltd.

4. CLOSURE OF REGISTER OF MEMBERS

The register of members of H Shares will be closed from Tuesday, 13 May 2014 to Thursday, 12 June 2014 (both days inclusive). In order to be qualified for attending and voting at the H Share Class Meeting, all transfer documents of the holders of H Shares must be lodged with the Company’s H Share registrar and transfer office, Hong Kong Registrars Ltd. at Shops 1712–1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Monday, 12 May 2014.

5. MISCELLANEOUS

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

• (2) The address of Hong Kong Registrars Ltd., 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

• 22 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

==> picture [260 x 112] intentionally omitted <==

==> picture [60 x 44] intentionally omitted <==

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

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of the holders of domestic shares (“ 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 10:30 a.m. on Thursday, 12 June 2014 (the “ Domestic Share Class Meeting ”) for the purpose of passing the following resolution:

As Special Resolution

1. To consider and, if thought fit, to approve the Capitalization Issue:

“ THAT :

Subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Capitalization H Shares,

• (a) the capitalization of the capital reserve of the Company into ordinary Shares of the Company to be allotted and issued to the Shareholders on the basis of one (1) Capitalization Share for every Share held by the Shareholders whose names appear on the register of members of the Company on the Record Date, being 23 June 2014, be and is hereby approved; and

• (b) any one executive Director be and is hereby authorized to deal with all the matters in relation to the Capitalization Issue in his/her sole discretion, execute all relevant documents and make such arrangements as he/she thinks appropriate and fit to give effect to, or to implement the Capitalization Issue, including but not limited to:

• (i) to determine, on the Record Date, the exact amount to be capitalized out of the capital reserve account of the Company and the exact number of the Capitalization H Shares and the Capitalization Domestic Shares to be issued and allotted on the basis as referred to in paragraph (a) of this resolution;

• 23 -

NOTICE OF DOMESTIC SHARE CLASS MEETING

• (ii) to make relevant application and submit relevant documents to the Stock Exchange for the listing of, and deal in, the Capitalization H Shares;

• (iii) to make appropriate arrangements (if needed) with the Company’s H share registrar and transfer office and Hong Kong Securities Clearing Company Limited in respect of the registration and dealings of the Capitalization H Shares;

• (iv) to make certain amendments to the articles of association of the Company (the “ Articles of Association ”) as appropriate and necessary to reflect the latest shareholding structure of the Company upon completion of the Capitalization Issue; and

• (v) to execute relevant documents and authorize specific personnel of the Company to go through the registration and filing procedures with the industrial and commercial registration authority in respect of the changes in the registered capital of the Company and the Articles of Association upon completion of the Capitalization Issue, and to take any other actions if necessary.”

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

Beijing, the PRC 25 April 2014

Notes:

• Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 25 April 2014.

1. ELIGIBILITY FOR ATTENDING THE DOMESTIC SHARE CLASS MEETING

Holders of Domestic Shares whose names appear on the register of the Company on Thursday, 12 June 2014 shall be entitled to attend the Domestic Share Meeting Class.

2. PROXY

• (1) Shareholders entitled to attend and vote at the Domestic Share Meeting Class 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.

• 24 -

NOTICE OF DOMESTIC SHARE 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 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. 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.

3. REGISTRATION PROCEDURES FOR ATTENDING THE DOMESTIC SHARE CLASS MEETING

• (1) A shareholder or his proxy shall produce his identification document when attending the Domestic Share 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 resolution 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 Share Class Meeting shall return to the Company the reply slip stating their attendance on or before Thursday, 22 May 2014.

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

4.

CLOSURE OF REGISTER OF MEMBERS

The register of members of Domestic Shares will be closed from Tuesday, 13 May 2014 to Thursday, 12 June 2014 (both days inclusive), during which time no transfer of Domestic Shares will be registered.

5. MISCELLANEOUS

• (1) The Domestic Share Class Meeting is expected to be held for less than half a day. Shareholders attending the Domestic Share 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

• 25 -