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Tong Ren Tang Technologies Co. Ltd. Proxy Solicitation & Information Statement 2020

May 27, 2020

50076_rns_2020-05-27_28652120-e3fc-46c3-87fa-fb3fb4704726.pdf

Proxy Solicitation & Information Statement

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

REVISED FORM OF PROXY FOR THE 2019 ANNUAL GENERAL MEETING ON THURSDAY, 18 JUNE 2020

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 AGM[4] , or of (address) NoticeconsideringDistrict,as my/our’’)Beijing,andproxyand,the thetoifsupplementalthoughtattendPeopleand’sfit,RepublicnoticeactpassingforofandofthetheChinaonresolutionsAGMbehalf(thedated‘‘ofPRC(withme/us28’’May) oratat 9:30without2020the 2019a.m.(theamendments)annualon‘‘SupplementalThursday,generalas18setmeetingNoticeJuneout2020’’inof) andthethe(thenoticeatCompany‘‘theAGMAGMconvening’’)to(or(orbeatatheldtheanyanyAGMatadjournmentadjournmentNo. dated20 Nansanhuan29thereof)thereof)April for2020toZhonglu,votethe(thepurposeforFengtai‘‘me/usAGMof and in my/our name(s) in respect of the resolutions 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 AGM other than that referred to in the AGM Notice and the Supplemental Notice in such manner as he/she thinks fit. AS ORDINARY RESOLUTIONS For Against 1. To consider and, if thought fit, to approve the audited consolidated financial statements of the Company for the year ended 31 December 2019. 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 2019. 3. To consider and, if thought fit, to approve the report of the supervisory committee of the Company for the year ended 31 December 2019. 4. To(theconsider‘‘Final Dividendand, if thought’’) for fit,the toyearapproveended the31 Decemberproposal of2019.payment of a final dividend of RMB0.16 (tax inclusive) per share 5. To consider and, if thought fit, to approve the re-appointment of PricewaterhouseCoopers as the overseas auditor of the Company for the year ending 31 December 2020 and to authorize the Board to fix its remuneration. 6. To consider and, if thought fit, to approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the domestic auditor of the Company for the year ending 31 December 2020 and to authorize the Board to fix its remuneration. 7. To consider and, if thought fit, to approve the appointment of Mr. Jin Tao as an executive Director, and to authorize the Board to fix the remuneration and to enter into the service contract with Mr. Jin Tao. 8. To consider and, if thought fit, to approve the appointment of Mr. Ma Guan Yu as an executive Director, and to authorize the Board to fix the remuneration and to enter into the service contract with Mr. Ma Guan Yu. 9. To consider and, if thought fit, to approve the amendments to the Rules of Procedures of Shareholders’ General Meetings of Tong Ren Tang Technologies Co. Ltd.. 10. To consider and, if thought fit, to authorize the Board to fix the remuneration and to enter into the service contract with Mr. Li Yuan Hong. AS SPECIAL RESOLUTIONS For Against 11. To consider and, if thought fit, to approve the amendments to the articles of association of the Company. 12. 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 of the Company as it thinks fit so as to reflect the new capital structure upon the allotment and issue of such shares. Signature(s)[6] : Date: 2020

Notes:

  • Unless otherwise stated, the capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 29 April 2020, the AGM Notice and the Supplemental Notice.

    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 revised form of proxy relates. If no number is inserted, this revised form of proxy will be deemed to relate to all shares registered in your name(s).
  • 3.4. PleaseIf any deleteproxy asotherappropriate.than the Chairman of the AGM is preferred, strike out the words ‘‘THE CHAIRMAN OF THE AGM’’ and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM 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 AGM in person to represent you. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

    1. IMPORTANT:MARKED ‘‘AGAINSTIF YOU’’. IfWISHno directionTO VOTEis given,FORyourANYproxyRESOLUTION,may vote or abstainTICKatINhisTHEdiscretion.BOX YourMARKEDproxy will‘‘FORalso’’. beIFentitledYOU WISHto voteTOat hisVOTEdiscretionAGAINSTon any ANYresolutionRESOLUTION,properly put toTICKthe AGMIN THEotherBOXthan those referred to in the AGM Notice and the Supplemental Notice.
    1. This revised 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 revised 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.
  1. In order to be valid, the revised 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 H shares, Hong Kong Registrarsshares,‘‘ClosingtheTimeLtd.,address’’the), asofHthethesharecaseCompanyregistrarmay ’be.s andofficeCompletiontransferat No.office20andNansanhuanreturnof theofCompanya revisedZhonglu,informHongFengtaiof Kong,proxyDistrict,atwill17MBeijing,not Floor,precludetheHopewellPRC,a shareholdernotCentre,less thanfrom18324attendingQueenshours Roadbeforeand votingEast,the timeWanchai,in personfixed Hongforat theholdingKong;AGMtheorif AGM(ii)he soin wishes.ortheanycaseadjournmentof holders ofthereofdomestic(the

  2. In case of joint holders of any share, any one of such joint holders may vote at the AGM, 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 AGM, 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).

  3. Shareholders or their proxies attending the AGM shall produce their identity documents. 10. requestedIMPORTANT:to lodgeIf youthishaverevisednot formyet lodgedof proxythe iforiginalyou wishformto appointof proxyproxy/proxieswhich was sentto toattendyou togetherthe AGMwithon yourthe AGMbehalf.NoticeIn this(thecase,‘‘Originalthe OriginalProxyProxyForm’’Form) withshouldthe Companynot be lodged’s H Sharewith registrar,the Companyyou’sareH Share registrar.

  4. IMPORTANT: If you have already lodged the Original Proxy Form with the Company’s H Share registrar, you should note that: (i) If this revised form of proxy is not lodged with the Company’s H Share registrar before the Closing Time as mentioned in note 7 above or if it is incorrectly completed, the Original Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you will be entitled to vote at his or her discretion on any resolution properly put to the AGM other than those referred to in the AGM Notice and the Original Proxy Form, including the newly added resolution as set out in the Supplemental Notice.

  • (ii) If you have lodged this revised form of proxy with the Company’s H Share registrar before the Closing Time as mentioned in note 7 above, this revised form of proxy will revoke and supersede the Original Proxy Form previously lodged by you provided that this revised form of proxy is correctly completed.