Ta Yang Group Holdings Limited — Proxy Solicitation & Information Statement 2009

Nov 27, 2009

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TA YANG GROUP HOLDINGS LIMITED 大洋集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1991)

PROXY FORM

Form of Proxy for use by shareholders at the Annual General Meeting convened to be held at Rooms 1 and 2, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on 29th December 2009 at 10:00 a.m.

I/We [(Note 1)]

of

being the registered holder(s) of [(Note 2)]

shares of HK$0.10 each of Ta Yang Group Holdings Limited

(the “Company”) hereby appoint the Chairman of the meeting or [(Note 3)] of

as my/our proxy to attend and vote for me/us on my/our behalf as direct below, or if no such indication is given then to vote as my/our proxy thinks fit, at the Annual General Meeting of the Company (the “Meeting”) to be held at Rooms 1 and 2, United Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on 29th December 2009 at 10:00 a.m. or at any adjournment hereof and to vote on my/our behalf as directed below.

Please indicate with “3” in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(Note 4)] .

Pleas	e indicate with “3” in the appropriate boxes to indicate how you wish your vote(s) to	be cast on a poll	(Note 4).
	ORDINARY RESOLUTIONS	**FOR **(Note 4)	**AGAINST **(Note 4)
1.	To receive and consider the audited consolidated financial statements and the reportsof the directors and auditors for the year ended 31 July 2009
2.	To declare a final dividend for the year ended 31 July 2009
3.	(i)To re-elect Mr. Wu Ih Chen as a director of the Company
	(ii)To re-elect Mr. Yeung Chi Tat as a director of the Company
4.	To authorize the Board of Directors of the Company to fix the remuneration ofdirectors
5.	To re-appoint Auditors and to authorise the Board of Directors to fix theirremuneration
6.	To elect Professor Jou Yow-Jen as an Independent Non-executive Director
7.	To approve granting the general mandate to the directors to allot, issue and deal withthe Company’s shares
8.	To approve granting the general mandate to the directors to repurchase the Company’sshares
9.	To authorize the Directors to extend the general mandate to issue new shares by addingthe number of shares repurchased

Dated this

day of

2009 Signature of Shareholder(s) [(Note 6 and 8)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which this Form of Proxy relates. If no number is inserted, this Form of Proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. If this space is not completed, the Chairman of the meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: Please indicate by an “3” in the space provided how you wish your votes to be cast. IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”; IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Without such specific directions the proxy may at his/her discretion vote for or against the resolution or abstain from voting.

5. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

6. This Form of Proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this Form of Proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this Form of Proxy on behalf of the corporation without further evidence of the facts.

7. This Form of Proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch registrar in Hong Kong, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of meeting.

8. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

9. Completion and delivery of this Form of Proxy will not preclude you from attending and voting at the Meeting if you so wish.

10. For the purpose of ascertaining entitlement to the final dividend, the register of members of the Company will be closed from 23rd December 2009 to 29th December 2009, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for voting at the AGM and the final dividend to be approved at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration not later than 4:00 p.m. on 22nd December 2009.

11. The above resolutions will be put to vote at the meeting by way of poll.