Ta Yang Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Nov 22, 2017

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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)

SECOND PROXY FORM

Second form of proxy (‘‘Second Proxy Form’’) for use by shareholders at the Annual General Meeting to be held at Rooms 1 and 2, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 14 December 2017 at 10:00 a.m.

I/We (Note 1) of being the registered holder(s) of (Note 2) (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 of the Company (the ‘‘Meeting’’) to be held at Rooms 1 and 2, United 2017 at 10:00 a.m. or at any adjournment hereof and to vote on my/our Please indicate with ‘‘P’’ in the appropriate boxes to indicate how you	We (Note 1	We (Note 1	We (Note 1	)
					)		shares of HK$0.10 each of Ta Yang Group Holdings Limited )
					hairman of the meeting or (Note 3
	my/our proxy to attend and vote for me/us on my/our behalf as direct the Company (the ‘‘Meeting’’) to be held at Rooms 1 and 2, United 017 at 10:00 a.m. or at any adjournment hereof and to vote on my/our ease indicate with ‘‘P’’ in the appropriate boxes to indicate how you						below, or if no such indication is given then to vote as my/our proxy thinks fit, at the Annual General Meeting Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 14 December behalf as directed below. wish your vote(s) to be cast on a poll (Note 4).
	ORDINARY RESOLU						TIONS		FOR (Note 4)	AGAINST (Note 4)
	1.	To receive and consider the audited consolidated financial stat the Company for the year ended 31 July 2017					ements and the reports of the directors and audit	ors of
	2.	(i) To re-elect Ms. Wang Yayuan as a director of the Company
		(ii) To re-elect Mr. Wu Tak Kong as a director of the Company
		(iii) To re-elect Ms. Shi Qi as a director of the Company
		(iv) To re-elect Ms. Xu Chendi as a director of the Company
		(v) To re-elect Mr. Qiu Yonghao as a director of the Company
	3.	To authorize the board of directo				rs of the Company to fix the remuneration of Directors
	4.	To re-appoint auditors and autho				rise the board of directors to fix their remuneration
	5.	To approve granting the general				mandate to the Directors to allot, issue and deal with the Company’s shares
	6.	To approve granting the general				mandate to the Directors to repurchase the Company’s shares
	7.	To authorize the Directors to repurchased				extend the general mandate to issue new shares by adding the number of		shares
D N 1. 2. 3. 4. 5. 6. 7. 8. 9. 10 11	ated this otes: F P o I i S I ‘ v a r c T o c T C R i I s C . I i o . I p r u		day of ull name(s) and address(es) to be inser lease insert the number of shares regis f the Company registered in your nam f any proxy other than the Chairman of s not completed, the Chairman of the ECOND PROXY FORM. MPORTANT: Please indicate by a ‘‘P ‘FOR’’; IF YOU WISH TO VOTE A ote for or against the resolution or abs Any member entitled to attend and vote ppoint more than one proxy to repres epresenting either a member who is an ould exercise. his Second Proxy Form shall be in wr fficer, attorney or other person author ontrary appears, that such officer was his Second Proxy Form and the powe ompany’s branch share registrar and t egistrar’’), not less than forty-eight (4 n the case of a poll taken subsequently n the case of joint holders of a share, eniority shall be determined by the ord ompletion and return of this Second P n order to determine members who ar nclusive, during which period no transf n Monday, 11 December 2017. f Typhoon Signal No. 8 or above is e ostponed. The Company will post an escheduled meeting. The Meeting will nder bad weather condition bearing in			2017 Signature of Shareholder(s) (Note 6 ted in BLOCK CAPITALS. tered in your name(s) to which this Second Proxy Form relates. If no number is inserted, this S e(s). the meeting is preferred, strike out the words ‘‘the Chairman of the meeting or’’ and insert the meeting will act as your proxy. ANY ALTERATION MADE TO THIS SECOND PROXY F ’’ in the space provided how you wish your votes to be cast. IF YOU WISH TO VOTE FOR GAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAIN tain from voting. at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote in ent him/her and vote on his/her behalf at a general meeting of the Company or at a class m individual or a member which is a corporation shall be entitled to exercise the same powers iting under the hand of the appointor or of his/her attorney duly authorised in writing, or, if th ised to sign the same. In the case of this Second Proxy Form purporting to be signed on beh duly authorised to sign this Second Proxy Form on behalf of the corporation without further evi r of attorney (if required by the Board) or other authority (if any) under which it is signed, ransfer office in Hong Kong, Union Registrars Limited, Suites 3301–04, 33/F., Two Chinache 8) hours before the time appointed for holding the Meeting (the ‘‘Closing Time’’) or adjourned to the date of Meeting. the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to er in which the names stand in the register in respect of the joint holding. roxy Form will not preclude you from attending and voting at the Meeting if you so wish. e entitled to attend the Meeting, the register of members of the Company will be closed from er of shares can be registered. All transfers accompanied by the relevant share certificates must xpected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any tim announcement on the website of the Company (www.tayang.com) and HKExnews website (ww be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareho mind their own situations.		)
								econd Proxy Form will be deemed to relate to all the shares in the capital name and address of the proxy desired in the space provided. If this space ORM MUST BE INITIALLED BY THE PERSON WHO SIGNS THIS ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ST’’. Without such specific directions the proxy may at his/her discretion stead of him/her. A member who is the holder of two or more shares may eeting. A proxy need not be a member. In addition, a proxy or proxies on behalf of the member which he/she or they represent as such member e appointor is a corporation, either under its seal or under the hand of an alf of a corporation by an officer thereof it shall be assumed, unless the dence of the facts. or a certified copy of such power or authority, shall be delivered to the m Exchange Square, 338 King’s Road, North Point, Hong Kong (‘‘Branch meeting at which the person named in the instrument proposes to vote or, the exclusion of the votes of the other joint holders, and for this purpose Tuesday, 12 December 2017 to Thursday, 14 December 2017, both days be lodged with the Company’s Branch Registrar, not later than 4:30 p.m. e after 7: 30 a.m. on the date of the Meeting, then the Meeting will be w.hkexnews.hk) to notify shareholders of the date, time and place of the lders should decide on their own whether they would attend the Meeting

IMPORTANT: A SHAREHOLDER WHO HAS ALREADY LODGED THE FORM OF PROXY (‘‘FIRST PROXY FORM’’) WHICH WAS SENT TOGETHER WITH THE CIRCULAR DATED 14 NOVEMBER 2017 CONTAINING THE NOTICE OF THE MEETING, SHOULD NOTE THAT:

• i. If no Second Proxy Form is lodged with the Company’s Branch Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the Meeting (including, if properly put, a resolution for the re-election of an additional candidate as a Director as set out in this supplemental circular) except for those resolutions to which the shareholder has indicated his/her voting direction in the First Proxy Form.

ii. If the Second Proxy Form is lodged with the Branch Registrar before the Closing Time, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder. iii. If the Second Proxy Form is lodged with the Branch Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (a) above as if no Second Proxy Form was lodged with the Branch Registrar. Accordingly, shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Branch Registrar before the Closing Time. PERSONAL INFORMATION COLLECTION STATEMENT

Yourthe meetingsupplyofoftheyourCompanyand your(theproxy‘‘Purposes’s (or proxies’’). We’) mayname(s)transferand youraddress(es)and youris onproxya voluntary’s (or proxiesbasis’) forname(s)the purposeand address(es)of processingto ouryouragent,requestcontractor,for theorappointmentthird party ofservicea proxyprovider(or proxies)who providesand youradministrative,voting instructionscomputerfor Yourand otherand yourservicesproxyto’sus(orforproxiesuse in’)connectionname(s) andwithaddress(es)the Purposeswill beandretainedto suchforpartiessuch whoperiodareasauthorizedmay be necessaryby law toto requestfulfil thethePurposes.informationRequestor areforotherwiseaccess torelevantand/or correctionfor the Purposesof the relevantand needpersonalto receivedatathecaninformation.be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Union Registrars Limited at the above address.