Beijing Tong Ren Tang Chinese Medicine : Form of Proxy for the Extraordinary General Meeting to be held on Monday, 30 December 2019

BEIJING TONG REN TANG CHINESE MEDICINE COMPANY LIMITED

北 京 同 仁 堂 國 藥 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3613)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

TO BE HELD ON MONDAY, 30 DECEMBER 2019

I/We, being the registered holder(s) of Beijing Tong Ren Tang Chinese Medicine Company Limited (the ''Company''), hereby appoint the

person as specified below as my/our proxy (Note 1), or failing him/her, THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING (the ''Meeting'') (Note 1) to attend and vote for me/us and on my/our behalf at Meeting of the Company to be held at Room

1405-1409, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Monday, 30 December 2019 at 9:30 a.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s) (Please complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated clearly.)

Registered Name

Registered Address

Certificate No. (Note 7)

Signature (Note 3)

Date

Proxy (Note 1) (Please complete in ENGLISH BLOCK CAPITALS.)

Full Name(s)		No. of Shares (Note 2)
Address(es)
ORDINARY RESOLUTION	FOR(Note 4)	AGAINST(Note 4)

1. To approve, confirm and ratify the framework agreement (the ''Renewed PRC Distribution Framework Agreement'') entered into between the Company and China Beijing Tong Ren Tang (Holdings) Corporation dated 2 December 2019, and the new annual caps for the three years ending 31 December 2022 for the transactions contemplated thereunder; and THAT any one director of the Company be and is hereby authorized to sign or execute such other documents or supplemental agreements or deeds on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the terms of the Renewed PRC Distribution Framework Agreement and completing the transactions contemplated thereunder with such changes as he/she may consider necessary, desirable or expedient.

Notes:

1. If any proxy other than the chairman of the Meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the Meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the Meeting (or any adjournment thereof) to represent you.
2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. This form of proxy must be signed in writing under the hand of the appointor or of his/her attorney duly authorized in writing. If the appointor is a corporation, either under seal, or under the hand of an officer of attorney duly authorised. In the case of joint holders, any one holder may sign this form of proxy. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLACE A TICK ''P'' IN THE RELEVANT BOX BELOW THE BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLACE A TICK ''P'' IN THE RELEVANT BOX BELOW THE BOX MARKED ''AGAINST''. If no direction is given, your proxy may vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion or abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the extraordinary general meeting.
5. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at Computershare Hong Kong Investor Services Limited, the share registrar and transfer office of the Company, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and not less than 48 hours before the time appointed for holding of the Meeting (or any adjournment thereof).
6. Completion and delivery of this form of proxy will not preclude any member of the Company from attending and voting in person at the extraordinary general meeting (or any adjournment thereof) if you so wish. In such event, this form of proxy will be deemed to have been revoked.
7. Please provide certificate number to facilitate processing.
8. For the avoidance of doubt, we do not accept any special instructions written on this form of proxy.