Ta Yang Group Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 28, 2021

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 (the “Meeting”) of Ta Yang Group Holdings Limited to be held at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong on Tuesday, 29 June 2021 at 10:00 a.m. or any adjournment hereof

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 of ,

or failing him/her, the chairman of the Meeting, to act 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 Meeting to be held at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong on Tuesday, 29 June 2021 at 10:00 a.m. or at any adjournment hereof and to vote on my/our behalf as directed below.

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

				ORDINARY RESOLUTIONS#		FOR (Note 3)		AGAINST (Note 3)
	1.	To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and				the
		reports of the directors (the “Director(s)”) and auditors of the Company for the year ended 31 December 2020
	2.	(a) To re-elect Mr. Liu Wengang as an executive Director
		(b) To re-elect Mr. Gao		Feng as an executive Director
		(c) To re-elect Mr. Cheng Hong as an executive Director
		(d) To re-elect Mr. Chan Tsun Hong Philip as a non-executive Director
		(e) To re-elect Ms. Zhang Lijuan as an independent non-executive Director
		(f) To re-elect Ms. Wang Lina as an independent non-executive Director
	3.	To authorize the board of directors of the Company to fix the remuneration of Directors
	4.	To re-appoint Elite Partners CPA Limited as the auditors of the Company and authorise the board of directors of
		the Company 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 buy-back the Company’s shares
	7.	To authorize the Directors to extend the general mandate to issue new shares by adding the number of shares
		bought-back

Full text of the resolutions are set out in the notice of the Meeting.

Dated this day of 2021 Signature of Shareholder(s) [(Note][5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

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. IMPORTANT: Please indicate by a “ ” 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.

4. Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at a general meeting of the Company. A proxy need not be a member of the Company.

5. This form of proxy shall be in writing under the hand of the appointor or of his/her 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.

6. This form of proxy and the power of attorney (if required by the board of directors) 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 share registrar and transfer office in Hong Kong, Union Registrars Limited, Suites 3301−04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, not later than forty-eight (48) hours before the time appointed for holding the Meeting (i.e. 10:00 a.m. on Sunday, 27 June 2021) or any adjournment thereof (as the case may be).

7. 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 of members in respect of the joint holding.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can 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.