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    1666   CNE100000585

TONG REN TANG TECHNOLOGIES CO. LTD.

(1666)
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Tong Ren Tang Technologies : PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS; PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD; GENERAL MANDATE TO ISSUE SHARES; AND NOTICE OF AGM

04/29/2021 | 04:53am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Tong Ren Tong Technologies Co. Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

(Stock Code: 1666)

PROPOSED RE-ELECTION AND APPOINTMENT OF

DIRECTORS AND SUPERVISORS;

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES OF THE BOARD;

GENERAL MANDATE TO ISSUE SHARES;

AND

NOTICE OF AGM

A letter from the Board is set out on pages 3 to 8 of this circular. A notice convening the AGM to be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC at 9:30 a.m. on Tuesday, 8 June 2021 is set out on pages 33 to 38 of this circular.

If you intend to appoint a proxy to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with, (i) for holders of H Shares, Hong Kong Registrars Limited, the H Share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Company, at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.

30 April 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

II. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS . . . . . . .

4

III. PROPOSED RE-ELECTION OF SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

IV. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF

THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

V. GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

VI. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

VII. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

APPENDIX I - BIOGRAPHICAL DETAILS OF DIRECTOR

CANDIDATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

APPENDIX II - BIOGRAPHICAL DETAILS OF SUPERVISOR

CANDIDATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

APPENDIX III - REVISED RULES OF PROCEDURES OF

THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33

- i -

means the 2020 annual general meeting of the Company to be convened at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC at 9:30 a.m. on Tuesday, 8 June 2021
means the articles of association of the Company means the board of Directors
means Tong Ren Tang Technologies Co. Ltd. (北京同仁堂 科技發展股份有限公司), a joint stock limited company registered and established in the PRC, and whose H shares are listed and traded on the main board of the Hong Kong Stock Exchange
means the director(s) of the Company
means the ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/ are subscribed for in RMB
means the general mandate to issue shares to be granted to the Board at the AGM
means the Company and its subsidiaries
means the overseas share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/ are listed on the Hong Kong Stock Exchange and subscribed for in Hong Kong dollars
means the Hong Kong Special Administrative Region of the
PRC
means The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (as amended from time to time)
means The Stock Exchange of Hong Kong Limited
26 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
- 1 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

''AGM''

''Articles of Association'' ''Board''

''Company''

''Director(s)''

''Domestic Share(s)''

''General Mandate to Issue Shares''

''Group''

''H Share(s)''

''Hong Kong''

''Hong Kong Listing Rules''

''Hong Kong Stock Exchange'' ''Latest Practicable Date''

DEFINITIONS

''PRC''

means the People's Republic of China, which for the

purpose of this circular only, excludes Hong Kong, the

Macau Special Administrative Region of the PRC and

Taiwan, China

''Relevant Period''

means the period from the passing of this resolution until

whichever is the earlier of: (i) the conclusion of the next

annual general meeting of the Company; (ii) the revocation

or variation of the authority given to the Board under this

resolution by passing of a special resolution of the

Company at a general meeting

''Rights Issue''

means an offer of shares open for a period fixed by the

Board to holders of shares on the register on a fixed record

date in proportion to their then holdings of such shares

(subject to such exclusions or other arrangements as the

Board may deem necessary or expedient in relation to

fractional entitlements or having regard to any restrictions

or obligations under the laws of, or the requirements of any

recognized regulatory body or any stock exchange in any

territory outside Hong Kong) and an offer, allotment or

issue of shares by way of rights shall be construed

accordingly

''RMB''

means the lawful currency of the PRC, Renminbi

''Rules of Procedures of

means the Rules of Procedures of the Meetings of the Board

the Board''

of Directors of the Company

''SFO''

means Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong

''Share(s)''

means the share(s) of the Company, including Domestic

Shares and H Shares, unless specified otherwise

''Shareholder(s)''

means the shareholder(s) of the Company

''Supervisor(s)''

means the supervisor(s) of the Company

''Supervisory Committee''

means the supervisory committee of the Company

- 2 -

LETTER FROM THE BOARD

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

(Stock Code: 1666)

Executive Directors:

Registered office:

Mr. Gu Hai Ou (Chairman)

No. 16 Tongji Beilu,

Mr. Jin Tao

Beijing Economic and Technology

Mr. Ma Guan Yu

Development Zone,

Ms Wu Qian

Beijing, the PRC

Mr. Wang Yu Wei

Ms. Fang Jia Zhi

Office and mailing address:

No. 20, Nansanhuan Zhonglu,

Independent non-executive Directors:

Fengtai District,

Mr. Ting Leung Huel, Stephen

Beijing, the PRC

Ms. Chan Ching Har, Eliza

Mr. Zhan Yuan Jing

30 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION AND APPOINTMENT OF

DIRECTORS AND SUPERVISORS;

PROPOSED AMENDMENTS TO THE RULES OF

PROCEDURES OF THE BOARD;

GENERAL MANDATE TO ISSUE SHARES;

AND

NOTICE OF AGM

  1. INTRODUCTION

Reference is made to the announcement of the Company dated 21 April 2021 in relation to the proposed re-election and appointment of Directors of the Eighth Session of the Board and Supervisors of the Eighth Session of the Supervisory Committee.

- 3 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) detailed information regarding (i) the above-mentioned proposals; (ii) proposed amendments to the Rules of Procedures of the Board; (iii) General Mandate to Issue Shares; and (iv) a notice convening the AGM.

  1. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS

As the term of office of the Seventh Session of the Board will expire at the conclusion of the AGM, the Board resolved at the meeting held on 21 April 2021 to propose to re-elect Mr. Gu Hai Ou, Mr. Wang Yu Wei and Ms. Fang Jia Zhi as executive Directors of the Eighth Session of the Board, to appoint Mr. Jin Tao, Mr. Ma Guan Yu and Ms. Wu Qian as non- executive Directors of the Eighth Session of the Board, and to re-elect Mr. Ting Leung Huel, Stephen (''Mr. Ting''), Ms. Chan Ching Har, Eliza and Mr. Zhan Yuan Jing as independent non-executive Directors of the Eighth Session of the Board.

Mr. Ting has served as an independent non-executive Director of the Company for more than nine years and is currently director of seven listing companies. However, Mr. Ting has confirmed and the Board also considers that Mr. Ting is still an independent person and has enough time to engage in the Company. Mr. Ting has rich experience and a thorough understanding of the operation, finance and business of the Company, and has proposed objective opinions and independent guidance to the Board. Since his appointment as an independent non-executive Director of the Company, Mr. Ting has been in conform with the independent requirements as set out in Rule 3.13 of the Hong Kong Listing Rules; and Mr. Ting does not have any interest or transaction in the business of the Company or any of its subsidiaries or holding company. Saved as serving as an independent non-executive Director of the Company, Mr. Ting has not taken any other position in the Company, or any of its subsidiaries or holding company. Mr. Ting fully understands the responsibility of an independent non-executive director and expected time to devote based on his professional background and director experience in other listed companies. The Board is of the view that Mr. Ting can devote enough time to the Board despite of his directorate in other companies. The Board believes that Mr. Ting to continue to serve as an independent non-executive Director of the Company will enable the Board to share his professional skills in finance and valuable experience in corporate governance and other aspects, and listen to his sound suggestions and independent judgment targeting the facts of the Group. Therefore, the Board recommends the Shareholders to re-elect Mr. Ting as an independent non-executive director of the Eighth Session of the Board.

The Board also proposed that the remuneration of each of Mr. Gu Hai Ou, Mr. Wang Yu Wei and Ms. Fang Jia Zhi as an executive Director of the Eighth Session of the Board is zero, in which the executive director Mr. Wang Yu Wei and executive director Ms. Fang Jia Zhi will also receive their respective remuneration at their respective management position in the Company; the remuneration of each of Mr. Jin Tao, Mr. Ma Guan Yu and Ms. Wu Qian as a non-executive Director of the Eighth Session of the Board is zero; and the remuneration of each of Mr. Ting, Ms. Chan Ching Har, Eliza and Mr. Zhan Yuan Jing as an independent non- executive Director of the Eighth Session of the Board is HKD240,000 (tax inclusive), HKD240,000 (tax inclusive) and RMB100,000 (tax inclusive) each year, respectively.

- 4 -

LETTER FROM THE BOARD

In accordance with the Articles of Association, the above-proposedre-election and appointment of Directors and their respective remuneration are subject to the approval by the Shareholders at the general meeting of the Company. Relevant proposals will be put forward at the AGM for Shareholders' consideration and approval by way of ordinary resolutions.

Upon the above proposed re-elections and appointment of Directors of the Eighth Session of the Board and their respective remuneration being approved by the Shareholders at the AGM, the Company will enter into a service contract with each of them. The term of office of each of them as a Director of the Eighth Session of the Board is for a period commencing from the date the AGM to the date of the annual general meeting to be convened in 2024.

Biographical details of the above candidates proposed for re-election or appointment as a Director of the Eighth Session of the Board at the AGM are set out in the Appendix I of this circular.

III. PROPOSED RE-ELECTION OF SUPERVISORS

As the term of office of the Seventh Session of the Supervisory Committee will also expire at the conclusion of AGM, the Supervisory Committee resolved at a meeting held on 21 April 2021 to propose to re-elect Ms. Su Li and Mr. Wu Yi Gang as shareholder representative Supervisors of the Eighth Session of the Supervisory Committee.

Mr. Li Yuan Hong was re-elected democratically as an employee representative Supervisor of the Eighth Session of the Supervisory Committee at the employee representative's leaders' joint meeting of the Company held on 20 April 2021. The above appointment of Mr. Li Yuan Hong is not subject to approval by the Shareholders and shall come into effect from the convening date of the AGM.

The Supervisory Committee also proposed that the remuneration of each of Ms. Su Li and Mr. Li Yuan Hong as a Supervisor of the Eighth Session of the Supervisory Committee is zero, in which Mr. Li Yuan Hong will also receive his remuneration from his management position in the Company; the remuneration of Mr. Wu Yi Gang as a Supervisor of the Eighth Session of the Supervisory Committee is RMB100,000 (tax inclusive) each year.

In accordance with the Articles of Association, the above proposed re-election of Supervisors (except employee representative Supervisor) and their respective remuneration are subject to the approval by the Shareholders at the general meeting of the Company. Relevant proposals will be put forward at the AGM for Shareholders' consideration and approval by way of ordinary resolutions.

Upon the above proposed re-election of Supervisors of the Eighth Session of the Supervisory Committee and their respective remuneration being approved by the Shareholders at the AGM, the Company will enter into a service contract with Ms. Su Li and Mr. Wu Yi Gang and Mr. Li Yuan Hong. The term of office of each of them as a Supervisor of the Eighth Session of the Supervisory Committee is for a period commencing from the date of the AGM to the date of the annual general meeting to be convened in 2024.

- 5 -

LETTER FROM THE BOARD

Biographical details of the above candidates proposed for re-election as a Supervisor of the Eighth Session of the Supervisory Committee at the AGM are set out in the Appendix II of this circular.

IV. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD

In order to further strengthen the corporate governance of the Company, improve the working efficiency and decision-making level of the Board, the Board resolved to propose the amendments of the Rules of Procedures of the Board by enhancing the content including Board meeting, the Chairman of the Board, the Secretary of the Board, and duties of office of the Board and adjusting the order and overall content of each chapter of the Rules of Procedures of the Board. The above amendments are subject to the Shareholders' approval at the AGM.

The details of the proposed amendments to the Rules of the Procedures of the Board are set out in Appendix III of this circular.

  1. GENERAL MANDATE TO ISSUE SHARES

To ensure flexibility and discretion to the Board to issue Shares when it becomes desirable, the Company proposed to grant the General Mandate to Issue Shares to the Board to issue, allot and otherwise deal with (1) additional Domestic Shares up to the limit of 20% of the total number of the Domestic Shares; and (2) additional H Shares up to the limit of 20% of the total number of the H Shares, and authorized the Board to make corresponding amendments to the Articles of Association at its discretion, to reflect the new share capital structure after allotment and issuance of such Shares:

  1. subject to the aforesaid and in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Domestic Shares and H Shares and to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers be hereby generally and unconditionally approved;
  2. the approval shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers after the end of the Relevant Period; and
  3. each of the aggregate amounts of the Domestic Shares and the H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the aforesaid approval granted shall not exceed 20% of each of the aggregate amounts of the Domestic Shares and the H Shares of the Company, respectively, in issue at the date of passing this resolution, otherwise pursuant to (a) a Rights Issue; or (b) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company, in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC.

- 6 -

LETTER FROM THE BOARD

The Board was authorized to make corresponding amendments to the Articles of Association at its discretion, to reflect the new share capital structure after allotment and issuance of such Shares.

The General Mandate to Issue Shares shall be valid only after the approval of the Shareholders in the form of a special resolution at the general meeting of the Company. Relevant proposal will be submitted to the AGM for Shareholders' consideration and approval.

VI. AGM

A notice convening the AGM to be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC at 9:30 a.m. on Tuesday, 8 June 2021, is set out on pages 33 to 38 of this circular.

The resolutions proposed at the AGM will be voted on by poll. To the best of the Directors' knowledge, information and belief after making all reasonable enquiries, none of the Company's connected persons, Shareholders and their respective associates have significant interests in the above-mentioned resolutions and is required to abstain from voting on the relevant resolutions at the AGM.

If you intend to appoint a proxy to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with, (i) for holders of H Shares, Hong Kong Registrars Limited, the H Share registrar and transfer office of the Company in Hong Kong, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong; and (ii) for holders of Domestic Shares, the office of the Company, at No. 20, Nansanhuan Zhonglu, Fengtai District, Beijing, the PRC. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.

The register of members of Shares will be closed from Sunday, 9 May 2021 to Tuesday, 8 June 2021 (both days inclusive), during which time no transfer of Shares will be registered. In order to be qualified for attending and voting at the AGM, all transfer documents of the holders of H Shares together with the relevant share certificates must be lodged with the Company's H Share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 7 May 2021.

- 7 -

LETTER FROM THE BOARD

VII. RECOMMENDATION

The Directors believe that the resolution in respect of (i) proposed re-election and appointment of Directors; (ii) proposed re-election of Supervisors; (iii) proposed amendments to the Rules of Procedures of the Board; and (iv) proposed General Mandate to Issue Shares are all in the best of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote for the relevant resolutions to be proposed at the AGM.

By order of the Board

Tong Ren Tang Technologies Co. Ltd.

Gu Hai Ou

Chairman of the Board

- 8 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

Biographical details of the candidates proposed for re-election or appointment as a Director of the Eighth Session of the Board at the AGM are set out below:

1. EXECUTIVE DIRECTORS

Mr. Gu Hai Ou, aged 55, is a licensed pharmacist and a researcher with a master's degree in medical science. He was formerly the director of the Company, the vice general manager, the chief engineer, the chairman and director of the board of Beijing Tong Ren Tang Company Limited. Mr. Gu Hai Ou is currently the vice general manager and member of Standing Committee of Party Committee of China Beijing Tong Ren Tang Group Co., Ltd., the vice president of the China Association of Traditional Chinese Medicine and an executive director of the Seventh Session of the Board of the Company.

Mr. Wang Yu Wei, aged 54, is a senior engineer with a postgraduate qualification. He formerly served as the deputy officer of the new technology development center and the deputy factory manager of Factory 2 of Beijing Tong Ren Tang Pharma, the assistant to the general manager and the deputy general manager of the Company. He is currently the general manager of the Company, the Chairman of Beijing Tong Ren Tang Technologies (Tangshan) Co., Ltd, Beijing Tong Ren Tang (Tangshan) Nutrition and Healthcare Co., Ltd, the director of Beijing Tong Ren Tang Chinese Medicine (Hong Kong) Group Co., Ltd. and an executive director of the Seventh Session of the Board of the Company. He is also a member of the 14th, 15th and 16th NPC of Fengtai District, Beijing.

Ms. Fang Jia Zhi, aged 54, is a senior auditor and a senior economist with a university qualification. She formerly served as the deputy head and head of audit department of China Beijing Tong Ren Tang Group Co., Ltd., the deputy chief accountant of the Company. She is currently the chief accountant of the Company, the director of Beijing Tong Ren Tang Yanbian Chinese Medicinal Raw Materials Co., Limited, Beijing Tong Ren Tang Hebei Technological development of Chinese Medicinal Raw Materials Co., Limited, Beijing Tong Ren Tang Xing An Healthcare Technologies Co., Limited, Beijing Tong Ren Tang Technologies (Tangshan) Co., Ltd, and Beijing Tong Ren Tang Technologies (Liaoning) Pharmaceutical Company Limited and an executive director of the Seventh Session of the Board of the Company.

2. NON-EXECUTIVE DIRECTORS

Mr. Jin Tao, aged 52, holds a postgraduate degree. Mr. Jin successively served as the deputy director of the Administrative Office of the General Office of the People's Government of Beijing Municipality, the chief of the Confidentiality Department and the chief of the Conference Department. Mr. Jin currently serves as the general manager assistant of China Beijing Tong Ren Tang Group Co., Ltd. and an executive director of the Seventh Session of the Board of the Company.

Mr. Ma Guan Yu, aged 39, holds a postgraduate degree and is a second-level legal adviser to state-owned enterprises. Mr. Ma successively served as chairman assistant of Beijing Bohuai Real Estate Development Co., Ltd. and Beijing Boyu Construction Engineering Co., Ltd., corporate legal consultant of Beijing Uni.-Construction Group Co., Ltd., general manager assistant and general counsel of Beijing Uni.-Construction Sixth Development Construction Co., Ltd., general counsel of Beijing Uni.-Construction Landmark Co., Ltd. and Beijing Uni.-

- 9 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

Construction Real Estate Co., Ltd. Mr. Ma currently serves as the deputy director (department head) of the Legal Affairs Department (Brand Risk Control Department) of China Beijing Tong Ren Tang Group Co., Ltd. and an executive director of the Seventh Session of the Board of the Company.

Ms. Wu Qian, aged 47, is a pharmacist-in-charge and licensed pharmacist with a bachelor's degree. Ms. Wu formerly served as a deputy office director of Beijing Tong Ren Tang Group Co., Ltd., a deputy director of the general office of the Party Committee and a deputy head of the publicity department, a deputy director of the office of labour union of China Beijing Tong Ren Tang Group Co., Ltd., the office director, deputy secretary of the general Party Branch at the head office, the secretary of the general Party Branch at the head office of Beijing Tong Ren Tang Company Limited, the director of the general office of China Beijing Tong Ren Tang Group Co., Ltd. Ms. Wu currently serves as the Dean of Beijing Tong Ren Tang Institute of Education, the Party Branch secretary and the Party Committee secretary of China Beijing Tong Ren Tang (Group) Company of the Communist Party of China and an executive director of the Seventh Session of the Board of the Company.

3. INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Ting Leung Huel, Stephen, aged 67, MH, FCCA, FCPA (Practising), ACA, CTA (HK), FHKIoD. He is a non-executive director of Chow Sang Sang Holdings International Limited and an independent non-executive director of other six listed companies namely Tongda Group Holdings Limited, New Silkroad Culturaltainment Limited Company Limited, Computer and Technologies Holdings Limited, Texhong Textile Group Limited, Dongyue Group Limited and China SCE Group Holdings Limited, respectively. Mr. Ting is an accountant in public practice and a partner of Messrs. Ting Ho Kwan & Chan, Certified Public Accountants (Practising). Mr. Ting has been appointed as an independent non-executive Director since 11 October 2000.

Ms. Chan Ching Har, Eliza, aged 64, JP, SBS, LL.D. (Hon), holds the qualifications of Barrister & Solicitor of British Columbia Supreme Court, Canada, Solicitor of the Supreme Court of England and Wales and Solicitor of the High Court of Hong Kong.

Ms. Chan is a member of the National Committee of the Chinese People's Political Consultative Conference (''CPPCC''), a standing member of the CPPCC Tianjin Committee, Foreign Economic Affairs Legal Counsel to the Tianjin Municipal People's Government, an arbitrator of China International Economic and Trade and Arbitration Commission (CIETAC).

Ms. Chan previously served as a member of the Selection Committee for the selection of the First Chief Executive of Hong Kong SAR, and member of the Election Committee for the selections of the Chief Executive of Hong Kong SAR and the Hong Kong SAR delegates to the National People's Congress. She was Chairman of Hong Kong CPPCC (Provincial) Members Association and now serves as Honorary Chairman. She is Vice-president of Hong Kong Friendship Association and Honorary President of Hong Kong China Chamber of Commerce.

She also served at a number of Hong Kong Government appointed positions, notably as a member of the Hong Kong Hospital Authority, member of Hong Kong Public Service Commission, member of the Hong Kong Board of Education, member of Hong Kong

- 10 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

Examinations and Assessment Authority, Chairman of Public Complaints Committee, Chairman of Kowloon Hospital, Chairman of Hong Kong Eye Hospital, Chairman of Tseung Kwan O Hospital, member of the governing committee of Queen Elizabeth Hospital, member of the Medical Council of Hong Kong, Chairman of Pensions Appeal Panel, member of Administration Appeals Board, adjudicator of Hong Kong Immigration Tribunal, member of Disciplinary Panel of Institute of Accountants, Council member of The University of Science & Technology and Board member of Hong Kong Science and Technology Park Corporation.

She is Senior Consultant of Yang Chan & Jamison and Senior Advisor of Deloitte Touche Tohmatsu and an independent Director of Bank of Communications (HK) Limited Ms. Chan was appointed as an independent non-executive Director at the 2017 AGM of the Company.

Mr. Zhan Yuan Jing, aged 77, is a senior engineer. Mr. Zhan previously served as the chairman, general manager, deputy Party Committee of Tianjin Zhongxin Pharmaceutical Group Co., Ltd., vice president of China Association of Traditional Chinese Medicine, vice president of Tianjin Medical Association, vice president of Tianjin Association of Traditional Chinese Medicine; and a visiting professor of Tianjin University. From June 2009 to May 2015, Mr. Zhan served as an independent director of Beijing Tong Ren Tang Company Limited. Mr. Zhan was appointed as an independent non-executive Director at the 2017 AGM of the Company.

Save as disclosed above and as at the Latest Practicable Date, none of the above Director candidates for the Eighth Session of the Board has any relationship with any Director, Supervisor, senior management or substantial shareholder or controlling shareholder, or has any interest in the shares of the Company within the meaning of the SFO.

Save as disclosed above and as at the Latest Practicable Date, none of the above Director candidates for the Eighth Session of the Board holds any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years.

Save as disclosed above and as at the Latest Practicable Date, the Company was not aware of any other matters that need to be brought to the attention of the Shareholders or any information needed to be disclosed in relation to the proposed re-election or appointment of the Directors for the Eighth Session of the Board under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

Mr. Ting Leung Huel, Stephen, Ms. Chan Ching Har, Eliza and Mr. Zhan Yuan Jing all confirmed that they meet the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules.

- 11 -

APPENDIX II BIOGRAPHICAL DETAILS OF SUPERVISOR CANDIDATES

Biographical details of the candidates proposed for re-election as a Supervisor of the Eighth Session of the Supervisory Committee at the AGM are set out below:

Ms. Su Li, aged 40, chief supervisor, is an accountant with a bachelor's degree. Ms. Su previously served as the finance supervisor of China Beijing Tong Ren Tang Group Co., Ltd.. She currently serves as the deputy head of financial management department of China Beijing Tong Ren Tang Group Co., Ltd. and a shareholder representative Supervisor of the Seventh Session of the Supervisory Committee of the Company.

Mr. Wu Yi Gang, aged 62, holding a bachelor degree of law, was admitted as a solicitor in 1984 and started practice in the same year. Mr. Wu founded Wu Luan Zhao Yan Law Firm in Beijing in 1994 and has been the managing partner of the firm since then. He served as one of the arbitrators of the first session of the Beijing Arbitration Commission in 1995. He currently serves as the deputy director of Dedicated Working Committee for Reexamination of Disciplinary Actions Against Members of Beijing Lawyers Association, member of the First Council of Beijing Club of Non-Party Senior Intellectuals and a shareholder representative Supervisor of the Seventh Session of the Supervisory Committee of the Company.

Save as disclosed above and as at the Latest Practicable Date, none of the above Supervisor candidates for the Eighth Session of the Supervisory Committee has any relationships with any Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company, or has any interest in the Shares of the Company within the meaning of the SFO.

Save as disclosed above and as at the Latest Practicable Date, none of the above Supervisor candidates for the Eighth Session of the Supervisory Committee holds any other positions in the Company or any of its subsidiaries, or any directorships in other listed companies in the last three years.

Save as disclosed above and as at the Latest Practicable Date, the Company was not aware of any other matters that need to be brought to the attention of the Shareholders or any information needed to be disclosed in relation to proposed re-election of the Supervisors for the Eighth Session of the Supervisory Committee under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

The revised Rules of Procedures of the Board proposed by the Board are set out below:

RULES OF PROCEDURES OF THE BOARD OF DIRECTORS

TONG REN TANG TECHNOLOGY CO., LTD

CHAPTER 1 GENERAL PROVISIONS

Article 1 To improve and regulate the procedures for discussion and decision-making of the Board of Directors of Tong Ren Tang Technology Co., Ltd. (hereinafter referred to as the ''Company''), ensure the smooth progress of the Company's production, operation and management, and enhance the productivity and decision-making level of the Board of Directors, the Rules of Procedure of the Meetings of the Board of Directors of Tong Ren Tang Technology Co., Ltd. (hereinafter referred to as the ''Rules of Procedure'') are formulated on the basis of and the actual situation of the Company and in accordance with relevant laws, regulations and normative documents including the Company Law of the People's Republic of China and the Rules Governing the Listing of Securities on

The Stock Exchange of Hong Kong Limited (hereinafter referred to as ''the

Listing Rules''), the Articles of Association of Tong Ren Tang Technology Co., Ltd. (hereinafter referred to as the ''Articles of Association''), the

Implementation Measures of Tong Ren Tang Technology Co., Ltd. on Further Standardizing and Implementing the ''Three Importance and One Largeness

Policy-Making (namely, Implementation Measures for Decision-Making on Major Issues, Appointment and Removal of Important Cadres, Arrangement of Important Projects, and Use of Large Funds)'' System (hereinafter referred to as the ''Three Importance and One Largeness Policy-Making System''), etc.

Article 2 The Board of Directors shall be responsible for the general meeting of shareholders, exercise the authority granted by the general meeting of shareholders, safeguard the interests of the Company and all shareholders, and be responsible for the decision-making of the Company's development goals and major business activities. They should regard the research and discussion of the Party Committee as the pre-procedure of the Board of Directors to make decisions on major issues so that the Party Committee and the Board of Directors can be fully connected in actual operation and effectively solve decision-making issues. The operation of the Board of Directors should follow the principles of legal compliance, collective decision-making, professionalism and high efficiency, be premised on the basis of standardized operation, increase strategic guide, strengthen risk prevention and control, and make scientific decisions, modernize the Company's level and capacity for governance, ensuring the sustainable, healthy and high-quality development of the Company.

Article 3 The Rules of Procedure are applicable to the operation of the Board of Directors of the Company.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

CHAPTER 2 BOARD OF DIRECTORS AND SPECIAL BOARD COMMITTEE

Article 4 The Board of Directors shall consist of seven to eleven directors, including at least three independent non-executive directors, at least one of whom shall have appropriate professional qualifications or professional knowledge of accounting or related financial management; The independent non-executive directors appointed by the Company shall account for at least one-third of the board members. The members of the Board of Directors are elected by the general meeting of shareholders of the Company.

Article 5 The Board of Directors shall have a chairman and may have a vice-chairman elected by the Board of Directors.

Article 6 The term of office of the Board of Directors is three years.

  1. Unless otherwise provided by law, the Company has the power to remove any director on extraordinary general meeting of shareholders with special resolution (including a managing director or other executive directors, but without prejudice to any claim for damages under any contract) before the expiration of his period of office.
  2. The minimum length of the period, during which notice to the Company of the intention to propose a person for election as a director and during which notice to the Company by such person of his willingness to be elected may be given, will be at least 7 days.
  3. That the period for employment of the notices referred to in subparagraph
    1. will commence from the day after the dispatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

Article 7 The Board of Directors shall exercise its powers as follows:

  1. Call the general meeting of shareholders, report to the general meeting of shareholders;
  2. Implement the resolutions of the general meeting of shareholders;
  3. Determine the operation plan and investment scheme of the Company;
  4. Formulate the Company's annual financial budget plan, budget adjustment plan;
  5. Formulate the Company's profit distribution and loss balance plan;
  6. Formulate plans for increasing or reducing the registered capital of the Company,and formulate plans for the issuance of bonds by the Company;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Prepare plans for merger, division, dissolution of the Company;
  2. Decide on the establishment of the Company's internal managerial body, including the establishment, adjustment and cancellation of the managerial department, branch company, branch factory, etc;
  3. Appoint or dismiss the general manager and the Secretary of the Board of Directors of the Company in accordance with the relevant provisions; appoint or dismiss the deputy general manager, the financial director, the general counsel and other senior managers of the Company as nominated by the general manager, and determine their remuneration;
  4. Formulate the basic management system of the Company;
  5. Formulate the amendment of Articles of Association plan;
  6. Determine the setup of the special committees, and appoint and dismiss its relevant responsible person;
  7. Other duties executed by the Board of Directors.

Article 8 The Board of Directors shall have the following powers in corporate governance:

  1. Formulate and review the Company's principles and policies of corporate governance;
  2. Review and monitor the overall implementation of corporate governance policies by the Company as a whole and to ensure compliance with laws and regulatory requirements;
  3. Review the Company's compliance with the Corporate Governance Code and other relevant rules set out in Appendix 14 of the Listing Rules;
  4. Approve the annual corporate governance report of the Company and disclose it on the website of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the ''Hong Kong Stock Exchange'') and the website of the Company;
  5. Formulate, review and monitor shareholder communication policies to ensure their effectiveness;
  6. Review and monitor the training and continuing professional development of directors and senior management;
  7. Other corporate governance issues that the Board of Directors should be responsible for.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

Article 9 The Special Board Committee is a working body within the Board of Directors, which is composed of directors. It conducts basic research on important issues to be deliberated by the Board of Directors or other issues authorized by the Board of Directors and provides professional consultation and suggestions to the Board of Directors. The Committee shall be responsible to the Board of Directors and shall not make any resolution in the name of the Board of Directors.

Based on the principle of improving the decision-making quality and operational efficiency of the Board of Directors, the Board of Directors of the Company set up an Audit Committee, a Nomination Committee, a Remuneration Committee and a Strategy and Planning Committee. These committees shall work within their respective terms of reference. The meetings of the Audit Committee and the Strategy and Planning Committee shall be held at least twice a year, and the meetings of the Nomination Committee and the Remuneration Committee shall be held at least once a year.

Article 10 The Audit Committee, Nomination Committee and Remuneration Committee shall include at least three members respectively, and the Strategy and Planning Committee shall be composed of at least five members, which are all appointed after deliberation and approval by the Board of Directors. If a member no longer holds the post of director, his qualification shall be removed naturally, and the Board of Directors shall appoint a new one or reshuffle it in time.

Article 11 Each special committee shall have a chairman who shall preside over its own work. The Audit Committee and the Remuneration Committee shall be chaired by the independent non-executive director; the Strategy and Planning Committee shall be chaired by the chairman of the Board of Directors, and the Nomination Committee shall be chaired by the chairman or the independent non-executive director.

Article 12 The chairman of each special committee shall exercise his powers in accordance with his respective terms of reference, including but not limited to the following duties:

  1. Call and preside over meetings of the special committees;
  2. Take the lead in formulating the terms of reference of the special committees;
  3. Convene the provisional committee meeting if necessary;
  4. Invite relevant personnel to attend the meeting as non-voting delegates if necessary;
  5. Carry out research on the topics to be discussed;
  6. Supervise and inspect the work of the special committees;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Report the work of the special committees to the Board of Directors;
  2. Other duties assigned by the Board of Directors.

Article 13 Within the scope of responsibilities granted by the Board of Directors, the chairman of each committee shall take the lead in studying and formulating the terms of reference of the special committees, which shall be implemented after being deliberated and approved by the Board of Directors.

Article 14 The Company may, in light of the actual situation, arrange the liaison department of each committee. The liaison department shall collect information, assist in research, conduct daily contact and other services for each committee under the coordination by the office of the Board of Directors and hold the responsibility to the Secretary of the Board of Directors.

CHAPTER 3 COORDINATION AND SERVICE

OF THE BOARD OF DIRECTORS' OPERATION

Article 15 The Board of Directors shall actively protect the interests of shareholders and the Company, improve the communication and coordination mechanism with shareholders and the Company's management, and form a working mechanism where everyone performs their respective duties, coordinate with each other, and achieve effective checks and balances, so as to promote the stable and sustainable development of the Company.

Article 16 The Board of Directors shall support management to exercise their powers within the scope of duties prescribed by laws, administrative regulations, the Articles of Association and duties authorized by the Board of Directors, so as to leverage their leading role in the executive affairs of the Company.

Article 17 The management and functional departments of the Company are obliged to provide support and services for the Board of Directors and its special committees. The general manager and other senior management shall respond to the consultation and questions from the Board of Directors and directors.

The Company should create conditions and make it convenient for external directors to perform their duties. Specific support and services include:

  1. Regularly report the operation of the Company, introduce the market and industrial development related to the Company, provide other relevant materials and information, and ensure that external directors have the same right of knowing as other directors;
  2. Organize the field survey for external directors;
  3. Actively cooperate with external directors to offer materials, coordinate with departments and personnel within the Company, and cooperate with external directors to carry out surveys on the performance of duties;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Provide office space, office equipment and places for temporary meeting for external directors;
  2. Other necessary facilities and cooperation related to the performance of duties of external directors.

When external directors exercise their powers, the relevant personnel of the Company shall proactively cooperate with them, without any refusal, hindering or concealing nor improper interference.

Article 18 As for the major issues to be deliberated, the Board of Directors should adhere to the scientific and democratic principle, conduct in-depth investigation and study, and listen to the opinions of the Party Committee of the Company in advance in accordance with the Articles of Association and the implementation measures of ''Three Importance and One Largeness Policy-Making System'' before making a resolution.

Article 19 The opinions of four special committees and relevant departments under the Board of Directors of the Company shall be listened to for specific problems. The Board of Directors can approve or make a resolution on issues involving the vital interests of the majority of employees only after they are deliberated and approved by the workers' congress or in other democratic forms in accordance with the relevant provisions of the state.

CHAPTER 4 MEETINGS OF THE BOARD OF DIRECTORS

Article 20 The directors shall discuss in the form of a meeting of the Board of Directors. The Board of Director meeting includes regular Board of Director meetings and interim Board of Director meetings. Regular meetings refer to the meetings of the Board of Directors held regularly according to the plan every year. An interim meeting is the Board of Director meeting that is proposed specifically and held irregularly. The Board of Director meeting shall be held at least four times a year, and at least once a quarter in principle.

Article 21 The items included in the regular meeting of the Board of Directors include:

  1. The Company's annual business plan, investment and financing plan and audit work;
  2. The annual report by the general manager and other annual report authorized by the Board of Directors;
  3. Agenda arrangement for the annual regular meeting of the Board of Directors;
  4. The annual report by the Board of Directors and the annual report on the implementation of the resolutions of the Board of Directors;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. The Company's annual financial budget plan and final accounts (may appear in the form of financial reports) and annual profit distribution plan;
  2. Annual internal control evaluation report and annual audit report of the Company;
  3. Post evaluation work plan and report on the Company's investment project;
  4. Plan for the Company's loan credit line, the appointment of the accounting and payment of firm;
  5. Annual assessment plan for the operation of the Company and its subsidiaries;
  6. Other issues considered by the Board of Directors to be included in the regular meeting.

Article 22 The meeting of the Board of Directors shall be held only when more than half of the directors are present. The meeting of the Board of Directors shall be convened and presided over by the chairman of the Boards of Directors. If the chairman is unable to perform his duties either willingly or due to special reasons, he shall appoint a vice-chairman to call and preside over the meeting of the Board of Directors on his behalf; if the vice-chairman fails to perform his duties willingly or unable to, a director jointly elected by more than half of the directors may be responsible for calling and presiding over the meeting.

Article 23 In case of any of the following circumstances, the chairman of the Board of Directors shall call an interim meeting of the Board of Directors within a reasonable period of time:

  1. When the chairman considers it necessary;
  2. Three or more directors jointly propose;
  3. Other circumstances specified in the articles of association.

Article 24 In principle, the meeting of the Board of Directors shall be held on the site, or by fax, teleconference, or other means of electronic communication if all participants are able to communicate with other participants with the voice at that time. Participation in the meeting in the form specified in this article is equivalent to attending the meeting in person.

The meeting of the Board of Directors shall not be held by circulating materials when it is necessary to discuss and consider such ''Three Importance and One Largeness Policy-Making (namely, implementation measures for decision- making on major issues, appointment and removal of important cadres, arrangement of important projects, and use of large funds)'' except for force majeure.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

The Board of Director meeting, whether in the form of on-site meetings or in the form of communication, shall be recorded, and the resolutions and minutes of the board meeting shall be made in writing.

Article 25 The notice of the meeting of the Board of Directors shall be given to all directors by telephone, mail, e-mail, fax, or special person.

  1. regular meetings of the Board of Directors: all directors shall be notified fourteen days prior to the meeting;
  2. Interim meetings of the Board of Directors: all directors shall be notified within a reasonable time before the meeting;
  3. If the Board of Directors is expected to decide at a meeting to declare, propose or pay a dividend, or to pass a notice of profit or loss in respect of any annual, semi-annual or another period, the Company shall inform the Hong Kong Stock Exchange and make a notice at least seven business days before the meeting.

Article 26 The notice of the meeting of the Board of Directors shall include but not limited to the following contents:

  1. The date, place and manner of the meeting;
  2. Directors and non-voting participants;
  3. Topics;
  4. The date of the notice.

Article 27 The proposer is responsible for drafting the proposal and submitting the proposal and relevant information to the Secretary of the Board of Directors or the office of the Board of Directors in a timely manner. Issues related to the ''Three Importance and One Largeness Policy-Making System'' shall be implemented in accordance with specific regulations. After the proposal is submitted to the chairman of the Board of Directors to determine the topics, the Board of Directors shall hold a collective study and decision-making meeting. The proposer shall allow themselves ample time to go through the approval and information disclosure (if necessary) procedures.

Article 28 For the issues related to the ''Three Importance and One Largeness Policy- Making System'', which are submitted to the Board of Directors for voting, the audit report, risk assessment and control report, feasibility analysis, legal opinion and other relevant information shall be provided as the basis for the directors to make decisions.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

Article 29 The documents, information and other materials provided to the directors shall be true, accurate and complete. Before the materials for topics are delivered to the directors at the meeting of the Board of Directors, if the directors think that the content for the topic is not clear, specific or the relevant materials are not amply, they can, through the Secretary of the Board of Directors or the office of the Board of Directors, request the relevant departments and personnel to supplement the materials or make the further explanation.

Article 30 The directors shall attend the meeting of the Board of Directors in person. If the directors are unable to attend the meeting for some reason, they shall ask the chairman of the meeting for leave and report to the office of the Board of Directors. At the same time, they may entrust other directors in writing to attend the meeting on their behalf. The power of attorney shall specify the scope of authorization.

The directors who attend the meeting on the behalf of others shall exercise their rights within the scope of authorization. If a director fails to attend a meeting of the Board of Directors or entrust a representative to attend the meeting, he shall be deemed to have given up his voting right at the meeting, unless he is unable to attend and entrust due to force majeure.

The power of attorney shall specify the name of the agent, the issues entrusted and the permission, the defined voting opinions of the entrusting party on each motion (vote for, against, or abstained), the signature and date of the entrusting party. If the entrusting party needs to give his opinions at the meeting, he shall provide them in writing together with the power of attorney.

Directors should not issue a blank power of attorney, nor should they entrust the entrusting party with full powers. Authorization should be granted on a case-by- case basis. In principle, a director shall not be entrusted by more than two directors who are not present in person at the same time.

Article 31 The Company's supervisors, non-director-general manager, Secretary of Discipline Inspection Commission, Secretary of the Board of Directors and general counsel shall attend the meeting of the Board of Directors as non-voting delegates, while the deputy general manager, other senior managers and relevant personnel shall attend the meeting as non-voting delegates as required. Those who attend the meeting as non-voting delegates have the right to give their opinions on the topics at the meeting but have no right to vote.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

The general counsel shall give independent legal opinions on the legal issues involved in the issues under consideration. When the Board of Directors of the Company deliberates major issues that need legal review and argumentation, it shall submit them to the general counsel in advance for legal review. Where there are confirmed major risks, the submission shall be postponed to the decision-making meeting; the general counsel shall attend the Board of Directors as non-voting delegates and independently give legal opinions on the legal issues involved in the issues deliberated.

Article 32 Each motion shall be voted on one by one at the meeting of the Board of Directors. Directors may favor, go against or abstain from the proposal submitted to the Board of Directors for deliberation. The directors who go against or abstain from the proposal shall state the specific reasons and record them in the minutes of the meeting. One man one vote system shall be adopted for voting at the Board of Director meeting.

The Board of Directors can vote on the resolution by three methods: written vote, the show of hands and voice vote, which shall be decided by the chairman according to the discussion of the Board of Directors.

Article 33 The directors shall withdraw from the voting on the relevant proposals under the following circumstances:

  1. The circumstances stipulated by Listing Rules in which directors should withdraw;
  2. The circumstances in which the directors themselves think they should withdraw;
  3. Other circumstances stipulated in the Articles of Association that the directors have to withdraw due to their connection with the enterprise involved in the proposal of the meeting.

When the directors withdraw from voting, the resolution shall be passed by more than half of the unrelated directors.

Article 34 When the Board of Directors makes the resolutions above-mentioned in Article 7, except for (6) Formulate plans for increasing or reducing the registered capital of the Company, and formulate plans for the issuance of bonds by the Company;

  1. Prepare plans for merger, division, dissolution of the Company; and (11) Formulate the amendment of Articles of Association plan, which shall be favored by more than two-thirds of the directors with votes, other resolutions can be favored by more than half of the directors with votes. When the votes for and votes against the resolutions are equal, the chairman has the right to vote more than one vote.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

Article 35 The meeting minutes of the Board of Directors shall be kept in record. The minutes of the meeting shall include the date and place of the meeting, the name of the moderator, the name of the directors present, the topics of the meeting, the highlights of the directors' speeches, the voting methods and results of the resolutions, etc. The directors attending the meeting shall sign the minutes of the meeting. The directors present at the meeting have the right to make explanatory notes on their speeches at the meeting.

Article 36 Decisions made by the Board of Directors shall become resolutions. The resolution shall at least include the following contents:

  1. The session, time and place of the meeting, or the date on which the resolution is passed and signed;
  2. Attendance;
  3. Absence and entrusted voting;
  4. Compliance with relevant laws, regulations, rules and Articles of Association;
  5. Moderator of the meeting;
  6. The voting method and result of each resolution (the voting result shall indicate the number of votes for, against resolutions, abstaining from or withdrawing from the resolution);
  7. The resolution made at the meeting which involves connected transactions should form it into a separate resolution, stating the names, reasons and withdrawal of the directors who should withdraw from voting;
  8. Other issues that should be explained and recorded in the resolution.

The resolution made at the meeting should be made into at least three copies and reported to the directors for signing. The Board of Directors may make resolutions on every single issue or make a joint resolution on the issues at the same meeting if necessary.

Article 37 As for issues that meet the requirements of disclosure of the Listing Rules, the Company shall issue an announcement on the day when the Board of Directors makes a resolution.

Article 38 The files of the Board of Director meeting shall be archived. Archival materials include meeting notice, agenda, power of attorney for directors to vote, the proposal on the meeting, meeting minutes and resolutions signed and confirmed by directors, etc.

The minutes and resolutions of the Board of Directors shall be kept permanently.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

Article 39 The Board of Directors shall establish a supervision and inspection mechanism for the implementation of resolutions. The Secretary of the Board of Directors or the office of the Board of Directors is responsible for tracking and supervising the resolutions of the Board of Directors, and regularly reporting the progress to the Board of Directors. If the resolution of the Board of Directors is revised or terminated due to the changing circumstances, it shall be submitted to the Board of Directors for reconsideration and the resolution change shall be formed.

CHAPTER 5 POWERS OF THE CHAIRMAN

Article 40 The chairman of the Board of Directors shall exercise the following powers:

  1. Enjoy the rights of the directors, undertake the obligations and responsibilities of the directors, and exercise the authority to call and preside over the meetings of the Board of Directors, and undertake the corresponding obligations and responsibilities;
  2. The chairman of the Board of Directors is the person of primary responsibility for the effective operation of the Board of Directors. The chairman is responsible for establishing and improving the working system and organization of the Board of Directors to promote the standardized and effective operation of the Board of Directors;
  3. Determine the regular meeting arrangement of the Board of Directors throughout the year. If necessary, the chairman may decide to hold an interim meeting of the Board of Directors;
  4. Determine the agenda of the Board of Directors meeting, review the relevant proposals to be submitted to the Board of Directors, and decide whether to submit them to the Board of Directors for deliberation according to the responsibilities of the Board of Directors;
  5. The meeting of the Board of Directors shall be convened on time, and the Rules of Procedure shall be followed when presiding over the Board of Directors meeting so that each director can fully give his personal opinions and vote after the full discussion;
  6. Know how the resolutions of the Board of Directors are implemented, and be responsible for establishing the supervision and inspection mechanism for the implementation. As for the problems found in the inspection, the requirements for rectification shall be made in time; the results of the inspection and the major problems found shall be reported at the next meeting of the Board of Directors;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Sign the important documents of the Board of Directors on behalf of the Board of Directors according to the resolution of the Board of Directors, such as the appointment, dismissal, assessment and remuneration of the management personnel; sign the documents required by laws, administrative regulations, articles of association and authorized by the Board of Directors to be signed by the chairman of the Board of Directors;
  2. Pay close attention to whether the Special Board Committee of the Board of Directors is set up rationally and operated effectively and the Secretary of the Board of Directors performs its duties; if necessary, give suggestions on adjustments and submit them to the Board of Directors for discussion and voting;
  3. Communicate with the directors outside the meeting, listen to their opinions, and organize the directors to carry out necessary research and professional training;
  4. Exercise the special adjudication and rights to respond in accordance with laws, administrative regulations, the interests of the Company and shareholders, and report to the Board of Directors afterward in case of emergency (such as war, extraordinarily serious natural disaster, etc.) in which the meeting of the Board of Directors cannot be held in time;
  5. Perform other duties stipulated by laws, administrative regulations and Articles of Association.

CHAPTER 6 DIRECTORS

Article 41 The directors of the Company are natural persons. Directors are not required to hold shares in the Company.

Article 42 Directors shall have the necessary professional knowledge to perform their duties, familiarize themselves with the Company's business, industry and modern enterprise management; they should have strong ability to make decisions and judgment, run and manage the Company, prevent risks, and develop and innovate. Also, they should be experienced in investing in the Company's main business, enterprise management, financial accounting, finance, legal affairs, and human resource management.

Article 43 The directors shall strictly abide by the provisions of laws, regulations and the Articles of Association, faithfully and diligently perform their duties, safeguard the interests of the Company and keep business secrets. They shall not operate the same business on their own or for others as the Company or engage in activities detrimental to the interests of the Company. Without the provisions of the Articles of Association or the authorization of the Board of Directors, no director shall act in his own name on behalf of the Company or the Board of Directors.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

Article 44 The directors shall be responsible for the resolutions of the Board of Directors. If the resolution of the Board of Directors violates the decisions of laws, administrative regulations, and Articles of Association, which cause serious losses to the Company, the directors participating in the resolution shall be liable for compensation to the Company. However, if it is proved that they have expressed their objection when voting, which is also recorded in the minutes of the meeting, the director may be exempted from liability.

Article 45 During term of office in the Company, the directors shall enjoy the following rights:

  1. Acquire the Company's information necessary for the performance of the director's duties;
  2. Attend the meeting of the Board of Directors, fully express opinions, exercise the right to vote on the voting issues, and put forward supplementary and perfect requirements for the documents and materials submitted to the meeting of the Board of Directors;
  3. Put forward the proposal of holding the interim meeting of the Board of Directors, postponement of the meeting of the Board of Directors and postponement of voting on the issues discussed;
  4. Attend the meetings of special committees the directors hold the post and fully express their opinions;
  5. Review the implementation of the resolutions of the Board of Directors, and require the relevant departments and personnel of the Company to cooperate as entrusted by the chairman of the Board of Directors;
  6. Conduct research in the Company and its subsidiaries and learn more information from relevant personnel according to the need to perform their duties;
  7. Receive remuneration and allowances in accordance with relevant regulations;
  8. Enjoy the same benefits as that of office and business trip when performing their duties as directors in accordance with the relevant provisions;
  9. Reflect and consult the relevant information and opinions to the shareholders in writing or orally if necessary;
  10. Other powers stipulated by laws, administrative regulations, normative documents and Articles of Association.

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

Article 46 During term of office in the Company, the directors shall have the following duties of loyalty:

  1. Act honestly and in good faith for the overall interests of the Company;
  2. Protect the safety of the Company's assets, safeguard the legitimate rights and interests of shareholders and the Company;
  3. Be able to use power for the overall interests of company members and for appropriate purposes;
  4. Keep the Company's trade secret;
  5. Don't take advantage of their power to accept bribes or other illegal income, and shall not encroach on the Company's property;
  6. Avoid actual and potential conflicts of interests and duties;
  7. Don't take advantage of their position to seek benefits for themselves or others;
  8. Shall not misappropriate the Company's funds or lend them to others; shall not use the Company's assets to provide guarantee for other personal debts;
  9. Is not allowed to operate similar or related businesses for others without the consent of shareholders;
  10. Fully and fairly disclose its interests in the contracts with the Company;
  11. Is not allowed to let the Company or the enterprise that has business relations with the Company bear the expenses that should be borne by individuals, and accept gifts from the enterprise that has business relations with the Company;
  12. Abide by the regulations of the leading personnel of state-owned enterprises to engage in honest and clean work;
  13. Other duties of loyalty stipulated by laws, administrative regulations, normative documents and Articles of Association.

Article 47 The directors shall abide by laws, administrative regulations and the articles of association, and bear the following diligent obligations to the Company:

  1. Put enough time and energy to perform the director's duties;
  2. Attend the meetings of the Board of Directors and its special committees of the Company, and participate in other activities of the Board of Directors;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Express clear opinions independently, objectively, seriously and cautiously on the issues deliberated at the meetings of the Board of Directors and the meeting of the special committee on the basis of understanding and fully mastering the information;
  2. Be familiar with and continuously pay attention to the Company's production, operation and reform management, carefully read the Company's financial report and other documents, and timely report to the Board of Directors the problems that the Board of Directors should pay attention to, especially the Company's major losses and major business crisis events;
  3. Participate in continuous professional development, develop and update his/ her knowledge and skills to ensure that they continue to contribute to the board with comprehensive information and as needed. The directors shall provide the Company with records of the training they have received;
  4. Truthfully provide relevant information and materials to shareholders to ensure the objectivity and integrity of the information provided;
  5. Other diligent obligations stipulated by laws, administrative regulations, normative documents and Articles of Association.

Article 48 External directors perform their duties mainly by attending the meetings of the Board of Directors and its special committees. They may timely, comprehensively and deeply understand the Company's strategic planning, business management, business development, financial status, risk prevention and control and other relevant information by participating in or attending the Company's special meetings, symposiums, work meetings, on-site investigation, consulting materials and documents, and communicating with relevant personnel of the Company.

Article 49 Anyone who has under any of the following circumstances shall not serve as the director of the Company:

  1. Have no or limited capacity for civil conduct;
  2. Be sentenced to criminal punishment for the crime of embezzlement, bribery, embezzlement of property, misappropriation of property or sabotage of social and economic order, with a period of execution less than five years; or deprived of political rights for the crime with a period of execution less than five years;
  3. Have served as a director or factory director or manager of a company or enterprise which has been bankrupt and liquidated due to mismanagement and being personally responsible for the bankruptcy of the company or enterprise, and within three years after the completion of the bankruptcy and liquidation of the company or enterprise;

- 28 -

APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Have served as the legal representative of a company or enterprise whose business license has been revoked due to violation of the law and being personally responsible, and within three years after the date of revocation of the business license of the company or enterprise;
  2. His individual's debt of relatively large amount has not been paid off when it is due;
  3. Involved in the case which has not been closed yet because of the violation of the criminal law;
  4. The situation where he is not allowed to be the leaders of enterprises according to laws and administrative regulations;
  5. Non-naturalperson;
  6. It still within five years since the date of the ruling that the relevant competent authority has provided that he violates the provisions of the relevant securities laws and regulations and is involved in fraud or dishonesty.

If the directors are elected or appointed in violation of the provisions of this article, the election, assignment or appointment shall be invalid. If any of the circumstances mentioned in this article occurs during the term of office of the directors, the Company shall remove him from office according to law.

Article 50 The independent non-executive director shall be independent. Independent non- executive directors shall submit written confirmation of their independence to the Hong Kong Stock Exchange. In the future, if there is any change in circumstances that may affect their independence, the independent non-executive directors shall notify the Stock Exchange as soon as practicable, and they shall confirm their independence to the Company every year.

As a member of the Board of Directors with the same status as other directors, independent non-executive directors should regularly attend the meetings of the Board of Directors and the special committees in which they are members, actively participate in the affairs of the meetings, and make contributions with their skills, professional knowledge and different backgrounds and qualifications. They should also attend the general meeting of shareholders and have a fair understanding of the opinions of shareholders of the Company.

The independent non-executive directors shall perform their duties independently and shall not be affected by the major shareholders or actual controllers of the Company, or the units or individuals having interests with the Company and its major shareholders or actual controllers. When the independent non-executive directors exercise their powers, the personnel of the Company shall actively cooperate with them, without any refusal, hindering, or interference in their independent exercise of powers.

- 29 -

APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

CHAPTER 7 SECRETARY OF THE BOARD OF DIRECTORS AND OFFICE

OF THE BOARD OF DIRECTORS

Article 51 The Board of Directors shall have a Secretary. The Secretary of the Board of Directors is responsible to the Board of Directors and is a senior manager of the Company. The Secretary of the Board of Directors shall be nominated by the chairman and appointed or dismissed by the Board of Directors.

Article 52 The Secretary of the Board of Directors shall be full-time employees to ensure his time and energy necessary for performing duties. When there is a vacancy in the Secretary of the Board of Directors, the relevant personnel shall be designated in time to perform the duties of the Secretary of the Board of Directors; the candidates for the Secretary of the Board of Directors shall be determined as soon as possible.

Article 53 The Secretary of the Board of Directors is responsible for the communication between the Board of Directors, the Party Committee and the management of the Company, organizing the regular work of the Board of Directors, and maintaining the compliance operation of the corporate governance structure.

Article 54 The Secretary of the Board of Directors shall perform the following duties:

  1. Assist the Board of Directors to strengthen the development of corporate governance mechanism; master the requirements of relevant laws, regulations and normative documents on corporate governance and board building; regularly inspect the operation procedures and documents of the Board of Directors, and promote the Board of Directors to operate in accordance with the law and the directors perform their duties in accordance with the law;
  2. Assist the directors to understand the major information of the Company and the relevant policies and industry conditions of the Hong Kong Stock Exchange, and provide support and help for the independent non-executive directors to perform their duties;
  3. Responsible for relevant information disclosure matters of the Company, supervise and urge the Company to formulate and execute the relevant systems of information disclosure;
  4. Prepare and organize meetings of the Board of Directors and the meetings of the special committee; review the materials on the topics to be considered by the Board of Directors; make and keep meeting notice, record, resolution, opinion and other meeting documents, and be responsible for the authenticity, accuracy and integrity of the contents;

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APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Formulate the regular meeting arrangement of the Board of Directors for the next year according to the Company's strategic plan and annual production and operation plan, and implement them after the deliberation and approval of the Board of Directors;
  2. Conduct related research work;
  3. Convey the resolutions of meetings of the Board of Directors, actively learn about and supervise how the relevant resolutions are implemented, timely report them to the Board of Directors and give suggestions;
  4. Draft relevant plans and formulate various rules and regulations for the operation of the Board of Directors as entrusted by the Board of Directors or the chairman of the Board of Directors;
  5. Ensure that the Company prepares and submits the reports and documents required by the competent authorities in accordance with the law;
  6. Ensure that the register of shareholders of the Company is properly established and that those who are entitled to the relevant records and documents of the Company are timely provided;
  7. Perform other duties as stipulated in the Articles of Association and authorized by the Board of Directors.

Article 55 To perform their duties, the Secretary of the Board of Directors may attend the internal meetings of the Company such as the Party Committee and the manager's meeting as non-voting delegates, require the relevant departments and personnel to attend the meetings of the Board of Directors or committees as non- voting delegates, provide relevant documents, information and other materials, and give explanations.

Article 56 The Company shall establish an office of the Board of Directors under the leadership of the Secretary of the Board of Directors to ensure the effective operation of the Board of Directors and its committees.

Article 57 The office of the Board of Directors shall perform the following duties:

  1. Assist the Secretary of the Board of Directors in work before, during and after the Board of Directors meeting and special committee meeting;
  2. Draft the report of the Board of Directors;
  3. Be responsible for regular contacts with directors, supply relevant information and materials of the Company, and provide necessary help for directors to perform their duties;
  4. Coordinate the work of all special committees;

- 31 -

APPENDIX III REVISED RULES OF PROCEDURES OF THE BOARD

  1. Supervise the implementation of the resolutions of the Board of Directors and related issues, and report them to the Secretary of the Board of Directors;
  2. Implement other tasks assigned by the Secretary of the Board of Directors.

CHAPTER 8 SUPPLEMENTARY PROVISIONS

Article 58 The Rules of Procedure shall come into force as of the date when they are deliberated and adopted by the general meeting of shareholders, and shall be interpreted by the office of the Board of Directors. The original Rules of

Procedure of the Board of Directors of Beijing Tongrentang Technology

Development Co., Ltd shall be repealed at that time.

Article 59 Issues not covered herein shall be subject to the relevant national laws, administrative regulations, normative documents, Articles of Association and Listing Rules, as well as the requirements of the Rules of Procedure of the Board of Directors of China Beijing Tong Ren Tang Group Co., Ltd. If there is any inconsistency with the newly promulgated laws, administrative regulations, normative documents or the current effective Articles of Association and Listing Rules, the new ones shall prevail.

- 32 -

NOTICE OF AGM

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

(Stock Code: 1666)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the year 2020 (the ''AGM'') of Tong Ren Tang Technologies Co. Ltd. (the ''Company'') will be held at No. 20 Nansanhuan Zhonglu, Fengtai District, Beijing, the People's Republic of China (the ''PRC'') at 9:30 a.m. on Tuesday, 8 June 2021 for the purpose of considering and, if thought fit, approving the following resolutions:

As Ordinary Resolutions

  1. To consider and, if thought fit, to approve the audited consolidated financial statements of the Company for the year ended 31 December 2020.
  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 2020.
  3. To consider and, if thought fit, to approve the report of the supervisory committee of the Company (the ''Supervisory Committee'') for the year ended 31 December 2020.
  4. To consider and, if thought fit, to approve the proposal of payment of a final dividend of RMB0.16 (tax inclusive) per share (the ''Final Dividend'') for the year ended 31 December 2020.
  5. To consider and, if thought fit, to approve the re-appointment of Pricewaterhouse Coopers as the overseas auditor of the Company for the year ending 31 December 2021 and to authorize the Board to fix its remuneration.
  6. To consider and, if thought fit, to approve the re-appointment of Pricewaterhouse Coopers Zhong Tian LLP as the domestic auditor of the Company for the year ending 31 December 2021 and to authorize the Board to fix its remuneration.

- 33 -

NOTICE OF AGM

  1. To consider and, if thought fit, to approve the re-election of Mr. Gu Hai Ou as an executive director of the Eighth Session of the Board of the Company and his remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Mr. Gu Hai Ou.
  2. To consider and, if thought fit, to approve the re-election of Mr. Wang Yu Wei as an executive director of the Eighth Session of the Board of the Company and his remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Mr. Wang Yu Wei.
  3. To consider and, if thought fit, to approve the re-election of Ms. Fang Jia Zhi as an executive director of the Eighth Session of the Board of the Company and her remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Ms. Fang Jia Zhi.
  4. To consider and, if thought fit, to approve the appointment of Mr. Jin Tao as an non- executive director of the Eighth Session of the Board of the Company and his remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Mr. Jin Tao.
  5. To consider and, if thought fit, to approve the appointment of Mr. Ma Guan Yu as an non-executive director of the Eighth Session of the Board of the Company and his remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Mr. Ma Guan Yu.
  6. To consider and, if thought fit, to approve the appointment of Ms. Wu Qian as an non-executive director of the Eighth Session of the Board of the Company and her remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Ms. Wu Qian.
  7. To consider and, if thought fit, to approve the re-election of Mr. Ting Leung Huel, Stephen as an independent non-executive director of the Eighth Session of the Board of the Company and his remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Mr. Ting Leung Huel, Stephen.
  8. To consider and, if thought fit, to approve the re-election of Ms. Chan Ching Har, Eliza as an independent non-executive director of the Eighth Session of the Board of the Company and her remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Ms. Chan Ching Har, Eliza.
  9. To consider and, if thought fit, to approve the re-election of Mr. Zhan Yuan Jing as an independent non-executive director of the Eighth Session of the Board of the Company and his remuneration proposed by the Board; and to authorize the Board to enter into the service contract with Mr. Zhan Yuan Jing.

- 34 -

NOTICE OF AGM

  1. To consider and, if thought fit, to approve the re-election of Ms. Su Li as a shareholder representative supervisor of the Eighth Session of the Supervisory Committee of the Company and her remuneration proposed by the Supervisory Committee; and to authorize the Board to enter into the service contract with Ms. Su Li.
  2. To consider and, if thought fit, to approve the re-election of Mr. Wu Yi Gang as a shareholder representative supervisor of the Eighth Session of the Supervisory Committee of the Company and his remuneration proposed by the Supervisory Committee; and to authorize the Board to enter into the service contract with Mr. Wu Yi Gang.
  3. To consider and, if thought fit, to approve the remuneration of Mr. Li Yuan Hong as an employee representative supervisor of the Eighth Session of the Supervisory Committee of the Company proposed by the Supervisory Committee; and to authorize the Board to enter into the service contract with Mr. Li Yuan Hong.
  4. To consider and, if thought fit, to approve the amendments to the Rules of Procedures of the Board of the Company.

As Special Resolution

20. 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 as it thinks fit so as to reflect the new capital structure upon the allotment and issue of the shares:

''THAT

  1. (i) subject to paragraph 20(A)(iii) and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Hong Kong Stock Exchange'') (the ''Hong Kong Listing Rules''), the Articles of Association and the applicable laws and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional Domestic Shares and H Shares and to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers be hereby generally and unconditionally approved;
    1. the approval in paragraph 20(A)(i) shall authorize the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion of shares which might require the exercise of such powers after the end of the Relevant Period;

- 35 -

NOTICE OF AGM

  1. each of the aggregate number of the Domestic Shares and the H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph 20(A)(i) shall not exceed 20% of each of the aggregate number of the Domestic Shares and the H Shares, respectively, in issue at the date of passing this resolution, otherwise pursuant to (a) a Rights Issue; or (b) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company, in accordance with the relevant requirements of the Hong Kong Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC; and
  2. for the purposes of this resolution:
    ''H Shares'' means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars.
    ''Domestic Shares'' means the domestic invested ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for in Renminbi.
    ''Relevant Period'' means the period from the approval of this resolution until whichever is the earlier of:
    1. the conclusion of the next annual general meeting of the Company; or
    2. the revocation or variation of the authority given to the Board under this resolution by passing of a special resolution of the Company in a general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Board to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

- 36 -

NOTICE OF AGM

  1. The Board be authorized to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the allotment or issue of shares as provided in paragraph 20(A)(i) of this resolution.''

By order of the Board

Tong Ren Tang Technologies Co. Ltd.

Gu Hai Ou

Chairman of the Board

Beijing, the PRC

30 April 2021

As at the date of this notice, the Board comprises Mr. Gu Hai Ou, Mr. Jin Tao, Mr. Ma Guan Yu, Ms. Wu Qian, Mr. Wang Yu Wei and Ms. Fang Jia Zhi as executive Directors, Mr. Ting Leung Huel, Stephen, Ms. Chan Ching Har, Eliza and Mr. Zhan Yuan Jing as independent non-executive Directors.

Notes:

  1. ELIGIBILITY FOR ATTENDING THE AGM
    Holders of H shares whose names appear on the register of the Company maintained by Hong Kong Registrars Limited, the H share registrar and transfer office of the Company in Hong Kong, and holders of domestic shares whose names appear on the register of the Company on Sunday, 9 May 2021 shall be entitled to attend the AGM.
  2. PROXY
    1. Shareholders entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote at the meeting on his behalf. The proxy need not be a shareholder of the Company.
    2. A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under hand of its director(s) or duly authorized attorney(s). If the written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be notarized.
    3. To be valid, the notarized power of attorney or other document(s) of authorization (if any) and the form of proxy shall be delivered to (i) Hong Kong Registrars Limited, the H share registrar and transfer office of the Company in Hong Kong, for holders of H shares; and (ii) the office address of the Company for holders of domestic shares, no less than 24 hours before the time fixed for convening the AGM 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 meeting if he so desires.
    4. If a shareholder appoints more than one proxy, such proxies shall only exercise their voting rights by a poll.

- 37 -

NOTICE OF AGM

  1. REGISTRATION PROCEDURES FOR ATTENDING THE AGM
    A shareholder or his proxy shall produce his identification document when attending the AGM Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
  2. CLOSURE OF REGISTER OF MEMBERS
    The register of members of the Company will be closed during the period as set out below, during which time no transfer of shares will be registered. In order to be qualified for attending and voting at the AGM, and be qualified for the Final Dividend, all transfer documents of the holders of H shares must be lodged with the Company's H share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, no later than the deadline as set out below:
    1. To be qualified for attending and voting at the AGM

Deadline for lodging the transfer documents

4:30 p.m. on Friday, 7 May 2021

with Hong Kong Registrars Limited

Book closure period

From Sunday, 9 May 2021 to Tuesday, 8 June 2021

(both days inclusive)

AGM record date

Sunday, 9 May 2021

(ii) To be qualified for the Final Dividend

Deadline for lodging the transfer documents

4:30 p.m. on Friday, 11 June 2021

with Hong Kong Registrars Limited

Book closure period

From Saturday, 12 June 2021 to Thursday, 17 June 2021

(both days inclusive)

Final Dividend record date

Thursday, 17 June 2021

  1. METHOD OF VOTING AT THE AGM
    Pursuant to Rule 13.39 (4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by way of poll. Accordingly, the chairman of the AGM will demand a poll in relation to all the proposed resolutions at the AGM.
  2. MISCELLANEOUS
    1. The AGM is expected to be held for less than half a day. Shareholders attending the AGM shall be responsible for their own travelling and accommodation expenses.
    2. The address of Hong Kong Registrars Limited, the H share registrar and transfer office of the Company in Hong Kong, is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
    3. The office and the contact details of the Company are:
      No. 20, Nansanhuan Zhonglu, Fengtai District,
      Beijing, the PRC
      Telephone: (+86) 10 67513022
      Email: ir@tongrentangkj.com

- 38 -

Disclaimer

Tong Ren Tang Technologies Co. Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 08:52:00 UTC.


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Sales 2021 5 271 M 816 M 816 M
Net income 2021 538 M 83,2 M 83,2 M
Net cash 2021 2 261 M 350 M 350 M
P/E ratio 2021 11,8x
Yield 2021 3,65%
Capitalization 6 323 M 979 M 979 M
EV / Sales 2021 0,77x
EV / Sales 2022 0,55x
Nbr of Employees 3 877
Free-Float 46,3%
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Number of Analysts 2
Last Close Price 4,94 CNY
Average target price 6,04 CNY
Spread / Average Target 22,3%
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Managers and Directors
Yu Wei Wang General Manager & Executive Director
Li Su Chairman-Supervisory Board
Hai Ou Gu Chairman
Leung Huel Ting Independent Non-Executive Director
Ching Har Chan Independent Non-Executive Director
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