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Tong Ren Tang Technologies Co. Ltd. Proxy Solicitation & Information Statement 2015

Apr 20, 2015

50076_rns_2015-04-20_4cb02d0b-edd1-4e2b-9ec9-0b51fe0256f4.pdf

Proxy Solicitation & Information Statement

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GIORDANO INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 709)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 22, 2015

I/We [(note 1)] of

being the registered holder(s) of [(note 2)] Giordano International Limited (the “Company”), HEREBY APPOINT [(note 3)] the chairman of the meeting or

shares of HK$0.05 each in the capital of

of as

my/our proxy to attend for me/us and on my/our behalf at the Annual General Meeting of the Company (the “Meeting”) to be held at Block B, 3rd Floor, Tin On Industrial Building, 777-779 Cheung Sha Wan Road, Kowloon, Hong Kong on Friday, May 22, 2015 at 9:30 a.m., or at any adjournment thereof, for the purposes of considering and, if thought fit, passing, with or without modifications, the proposed resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ng the registered holder(s) of_(note 2)_shares of HK$0.05rdano International Limited (the “Company”),HEREBY APPOINT (note 3) the chairman of the meeting or ng the registered holder(s) of_(note 2)_shares of HK$0.05rdano International Limited (the “Company”),HEREBY APPOINT (note 3) the chairman of the meeting or ng the registered holder(s) of_(note 2)_shares of HK$0.05rdano International Limited (the “Company”),HEREBY APPOINT (note 3) the chairman of the meeting or each in the capital of
of
aseeting”) to be held atay, May 22, 2015 atithout modifications,ment thereof) to voten is given, as my/our
our proxy to attend for me/us and on my/our behalf at the Annual General Meeting of the Company (the “Mck B, 3rd Floor, Tin On Industrial Building, 777-779 Cheung Sha Wan Road, Kowloon, Hong Kong on Frid0 a.m., or at any adjournment thereof, for the purposes of considering and, if thought fit, passing, with or wproposed resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournme/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indicatio
xy thinks fit.
(t 4) (t 4)
RESOLUTIONS FORnoe AGAINSTnoe
1. To receive and adopt the audited financial statements and the reports of theDirectors and Auditor for the year ended December 31, 2014.
2. To declare a final dividend for the year ended December 31, 2014.
3. (i)To re-elect Mr. Dominic Leo Richard IRWIN as an Executive Director.
(ii)To re-elect Mr. CHAN Ka Wai as an Executive Director.
(iii) To re-elect Dr. CHENG Chi Kong, Adrian as an Non-executive Director.
(iv) To re-elect Mr. CHAN Sai Cheong as an Non-executive Director.
(v)To re-elect Mr. KWONG Ki Chi as an Independent Non-executive Director.
4. To re-appoint PricewaterhouseCoopers as the Auditor and to authorize theDirectors to fix its remuneration.
5. To grant a general mandate to the Directors to issue shares in the Company.
6.
To grant a general mandate to the Directors to repurchase shares in the Company.
7. To refresh the scheme mandate limit of the share option scheme adopted by theCompany on June 9, 2011 (the “Share Option Scheme”) and to authorise theDirectors of the Company to grant options under the Share Option Scheme up tothe refreshed scheme mandate limit.

Dated this day of 2015 Signature(s) [ (note 5) ] Notes:

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

  2. Please insert the number of shares of HK$0.05 each in the capital of the Company to which this form of proxy relates and registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

  3. If any proxy other than the chairman of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the full name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

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

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

  6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrars in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

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

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

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