Tong Ren Tang Technologies Co. Ltd. — Proxy Solicitation & Information Statement 2016

Feb 1, 2016

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

(Stock code: 1666)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING ON WEDNESDAY, 23 MARCH 2016

I/We[1]

of (address)

being the registered holder(s) of[2]

domestic shares/H shares[3] of RMB1.00 each in the share capital of Tong Ren Tang Technologies Co. Ltd. (the “ Company ”), hereby appoint THE CHAIRMAN OF THE EGM[4] , or

of (address)

as my/our proxy to attend and act for and on behalf of me/us at the extraordinary general meeting of the Company to be held at No. 52 Dong Xing Long Street, Dong Cheng District, Beijing, the People’s Republic of China (the “ PRC ”) at 1:00 p.m. on Wednesday, 23 March 2016 (or at any adjournment thereof) (the “ EGM ”) for the purpose of considering and, if thought fit, passing the resolution (with or without amendments) as set out in the notice convening the EGM (the “ Notice ”) and at the EGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as hereunder indicated[5] , and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the EGM other than that referred to in the Notice in such manner as he/she thinks fit.

  - **AS SPECIAL RESOLUTION For Against**

  - and, if thought fit, to approve:

  - The Company be and is hereby authorized to issue corporate bonds in the PRC of no more than RMB1.2 billion in scale (the “ **Corporate Bonds** ”); the board of directors of the Company (the “ **Board** ”) or the person(s) authorised by the Board be and is/are hereby authorised to do the following: (1) subject to the PRC laws, regulations and regulatory documents of securities supervision authorities as well as the resolutions of the general meeting of the Company, with reference to the specific conditions of the Company and the market, to determine the specific plan of the issue of the Corporate Bonds as well as to revise and adjust the terms regarding the issue of the Corporate Bonds, including but not limited to all matters relevant to the issue terms such as the specific issue scale, maturity, category, interest rate and the method of the determination of the same, timing of issue, tranche arrangements, redemption or repurchase arrangements, rating arrangements, concrete application and subscription arrangements, concrete underwriting arrangements, term and method for repayment of principal and interest, listing, termination of issue, and use of proceeds;

  - (2) to perform all negotiations relevant to the use of proceeds raised from the Corporate Bonds on behalf of the Company, to execute material contracts and to deal with other relevant matters, as well as to make appropriate disclosure of information in such regards;

  - (3) to deal with matters regarding the application for issue of the Corporate Bonds, and with matters regarding listing of the Corporate Bonds after the completion of such issue including without limitations authorizing, executing, implementing, amending and completing all the necessary documents, contracts, agreements, deeds, various announcements and other legal documents, etc., relevant to the issue and listing of the Corporate Bonds, as well as to disclose relevant information according to the laws, regulations and other normative documents;

  - (4) to select the bond trustee for the Corporate Bonds, execute the bond trustee management agreement and formulate the rules of bondholders’ meeting;

  - (5) to make corresponding adjustments on relevant matters, including concrete plan of the issue of the Corporate Bonds but excluding matters which are subject to the shareholders’ approval in accordance with the relevant laws, regulations and the Articles of Association, according to the PRC regulatory authorities’ opinions in case of any change of the policies regarding issue of corporate bonds of the PRC regulatory authorities or market conditions; and

  - (6) to deal with other concrete matters relevant to the issue and listing of the Corporate Bonds.”

1. To consider and, if thought fit, to approve: “ THAT

2. (a) The Company be and is hereby authorized to issue corporate bonds in the PRC of no more than RMB1.2 billion in scale (the “ Corporate Bonds ”);

3. (b) the board of directors of the Company (the “ Board ”) or the person(s) authorised by the Board be and is/are hereby authorised to do the following:

Signature(s)[6] :

2016

Date:

Notes:

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

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

3. Please delete as appropriate.

4. If any proxy other than the Chairman of the EGM is preferred, strike out the words “THE CHAIRMAN OF THE EGM” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice.

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

7. In order to be valid, the form of proxy together with the power of attorney or other document(s) of authorisation (if any) must be deposited with, (i) in the case of holders of domestic shares, the address of the Company’s office at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC; or (ii) in the case of 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 Centre, 183 Queens Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM 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 EGM if he so wishes.

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

9. Shareholders or their proxies attending the EGM shall produce their identity documents.