Tong Ren Tang Technologies Co. Ltd. — Proxy Solicitation & Information Statement 2021

Apr 28, 2021

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(Incorporated in Bermuda with limited liability)

(Stock Code: 709)

SECOND FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 21, 2021

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] shares of HK$0.05 each in the share capital of Giordano International Limited (the “ Company ”), HEREBY APPOINT [(Note][3)] THE CHAIRMAN OF THE ANNUAL GENERAL MEETING OF THE COMPANY (the “ Meeting ”) or

of

as my/our proxy to act for me/us and on my/our behalf at the Meeting to be held at 5th Floor, Tin On Industrial Building, 777–779 Cheung Sha Wan Road, Kowloon, Hong Kong on Friday, May 21, 2021 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.

						ORDINARY RESOLUTIONS		FOR (Note 4)	AGAINST (Note 4)	AGAINST (Note 4)
	1.		To	receive and adopt the audited consolidated financial statements, directors’			report and the independent
			auditor’s report for the year ended December 31, 2020.
	2.		To	declare a final dividend of 6.9 HK cents per share for the year ended December 31, 2020.
	3.		(a)	To re-elect Dr. CHAN Ka Wai as an Executive Director.
			(b)	To re-elect Professor WONG Yuk (alias, HUANG Xu) as an Independent Non-executive Director.
			(c)	To re-elect Dr. Alison Elizabeth LLOYD as an Independent Non-executive Director.
	4.		To	authorize the board of directors (the “Board”) to fix the remuneration of directors.
	5.		To	re-appoint PricewaterhouseCoopers as the auditor and to authorize the Board to fix its remuneration.
	6.		To	grant a general	mandate to the directors to allot, issue and otherwise deal with the shares of the
			Company.
	7.		To	grant a general mandate to the directors to repurchase shares of the Company.
						ADDITIONAL ORDINARY RESOLUTION		FOR (Note 4)	AGAINST (Note 4)
	8.		To	approve and adopt the New Share Option Scheme, and to terminate the Existing Share Option Scheme.

Dated this day of 2021 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 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 ANNUAL GENERAL MEETING OF THE COMPANY (the “ Meeting ”) or” and insert the full name and address of the proxy appointed 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 registrar and transfer office in Hong Kong, Tricor Abacus Limited (“ Hong Kong Branch Share Registrar ”), at Level 54, 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 (“ Closing Time ”)).

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.

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

10. 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.

11. IMPORTANT: A SHAREHOLDER WHO HAS ALREADY LODGED THE FORM OF PROXY (“FIRST PROXY FORM”) WHICH WAS SENT TOGETHER WITH THE CIRCULAR DATED APRIL 21, 2021 CONTAINING THE NOTICE OF THE AGM, SHOULD NOTE THAT:

12. (i) If no Second Proxy Form is lodged with the Hong Kong Branch Share Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder. The proxy so appointed by the Shareholder will be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the additional/revised proposed resolution set out in the Supplemental Notice of AGM.

13. (ii) If the Second Proxy Form is lodged with the Hong Kong Branch Share Registrar before the Closing Time, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by it/him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

14. (iii) If the Second Proxy Form is lodged with the Hong Kong Branch Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Hong Kong Branch Share Registrar.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this form of proxy.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, Hong Kong Branch Share Registrar and/or other companies or bodies for any of the stated purposes and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of Tricor Abacus Limited.