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

Apr 28, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Ta Yang Group Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee.

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.

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)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the “AGM”) to be held at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong on Tuesday, 29 June 2021 at 10:00 a.m. is set out on pages 19 to 23 of this circular.

A form of proxy for the AGM or any adjournment thereof is enclosed with this circular. Whether or not you are able to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301−04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM (i.e. 10:00 a.m. on Sunday, 27 June 2021) or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

28 April 2021

CONTENTS

	Page
Precautionary Measures for the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2. Proposed Grant of Issue Mandate, Buy-back Mandate and Extension Mandate .	6
3. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5. Poll Voting at Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I — Explanatory Statement of the Buy-back Mandate. . . . . . . . . . . . . . .	10
Appendix II — Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

• (i) Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.

• (ii) All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue.

• (iii) The Company encourages attendees to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.

• (iv) No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

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DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be convened and held on Tuesday, 29 June 2021 at 10:00 a.m.;

• “AGM Notice” notice of the AGM; “Articles” the articles of association of the Company, as amended and restated from time to time;

• “Associate(s)”, “Chief Executive”, have the meaning ascribed to them under rule 1.01 of the “Close Associate(s)”, “Connected Listing Rules; Person(s)”, “Controlling Shareholder(s)”, “Core Connected Person(s)”, “Subsidiary(ies)” and “Substantial Shareholder(s)”

“Auditors” the auditors of the Company from time to time; “Board” the board of Directors from time to time; “business day” a day on which banks are generally open for business in HKSAR; “Buy-back Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all the power of the Company to buy-back Shares, during the Buy-back Period, not exceeding 10% of the aggregate number of the issued share capital of the Company as at the date of passing the relevant resolution; “Buy-back Period” the period within which the Buy-back Mandate is exercisable, and details of which are set out in the resolution approving the Buy-back Mandate; “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended from time to time;

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DEFINITIONS

• “Companies Ordinance” the Companies Ordinance (Cap 622 of the laws of HKSAR), as amended from time to time;

• “Company” Ta Yang Group Holdings Limited (大洋集團控股有限公司), a company incorporated in the Cayman Islands with limited liability;

• “Director(s)” director(s) of the Company from time to time; “Extension Mandate” a general and unconditional mandate to increase the aggregate number of Shares which may be allotted and issued under the Issue Mandate by the aggregate number of Shares bought-back under the Buy-back Mandate;

• “Group” the Company and its Subsidiaries from time to time and a “member of the Group” shall be construed accordingly;

• “HK dollars” and “HK$” Hong Kong dollars, the lawful currency of HKSAR;

• “HKSAR” or “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all the power of the Company to allot, issue and otherwise deal with Shares or securities not exceeding 20% of the aggregate number of the issued share capital of the Company as at the date of passing the relevant resolution;

• “Latest Practicable Date” 15 April 2021, being the latest practicable date prior to the printing of this circular for the purposes of ascertaining certain information contained in this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time;

• “PRC”

People’s Republic of China, which for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan;

– 3 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of	the Securities and Futures Ordinance (Chapter 571 of	the Securities and Futures Ordinance (Chapter 571 of	the
	Laws of Hong Kong);
“Share(s)”	shares of HK$0.10 each (or such other	nominal	amount
	resulting from any sub-division, consolidation,			re-
	classification or re-construction of such shares from		time to
	time) in the share capital of the Company;
“Shareholder(s)”	shareholders of the Company from time to	time;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Code on Takeovers and Mergers	issued	by	the
	Securities and Futures Commission of	the HKSAR,		as
	amended from time to time;
“trading day”	a day on which trading of Shares take place on the Stock
	Exchange; and
“%”	per cent.

– 4 –

LETTER FROM THE BOARD

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)

Executive Directors: Shi Qi (Chairlady) Liu Wengang (Chief Executive Officer) Gao Feng Cheng Hong

Non-executive Directors: Han Lei Chan Tsun Hong Philip

Independent Non-executive Directors: Lin Bing Zhang Lijuan Liu Gang Hu Jiangbing Wang Lina

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: 22/F, H Code 45 Pottinger Street Central Hong Kong

28 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM for, inter alia, the approval of (i) the granting of the Issue Mandate, the Buy-back Mandate and the Extension Mandate; and (ii) the re-election of Directors, and to give you the AGM Notice.

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LETTER FROM THE BOARD

2. PROPOSED GRANT OF ISSUE MANDATE, BUY-BACK MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 29 June 2020, general mandates were given to the Directors to exercise power to buy-back Shares and to issue new Shares respectively. Such mandates will lapse at the conclusion of the AGM. At the AGM, separate ordinary resolutions will be proposed to seek for approval of the Shareholders to grant to the Directors:

• (i) the Issue Mandate to allot, issue and otherwise deal with the Shares and securities not exceeding 20% of the aggregate number of the issued share capital of the Company as at the date of passing the relevant resolution;

• (ii) the Buy-back Mandate to buy-back the Shares, during the Buy-back Period, not exceeding 10% of the aggregate number of the issued share capital of the Company as at the date of passing the relevant resolution; and

• (iii) subject to the passing of the aforesaid ordinary resolutions approving the Issue Mandate and the Buy-back Mandate, the Extension Mandate to increase the aggregate number of Shares which may be allotted and issued under the Issue Mandate by the aggregate number of Shares bought-back under the Buy-back Mandate.

Each of the Issue Mandate, the Buy-back Mandate and the Extension Mandate will expire (a) at the conclusion of the next annual general meeting of the Company following the AGM; or (b) at the end of the period within which the next annual general meeting of the Company is required by the Companies Law or the Articles to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever is the earliest.

An explanatory statement containing information relating to the Buy-back Mandate as required pursuant to the Listing Rules is set out in Appendix I to this circular. This explanatory statement contains information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution relating to the Buy-back Mandate at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 871,178,000 Shares. Assuming that there is no change in the issued share capital of the Company during the period from the Latest Practicable Date and the date of passing the resolution approving the Buy-back Mandate and the Issue Mandate, the maximum number of Shares which may be bought-back pursuant to the Buy-back Mandate on the date of passing the resolution approving the Buy-back Mandate will be 87,117,800 Shares, representing 10% of the issued share capital of the

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LETTER FROM THE BOARD

Company as at the date of passing the relevant resolution, and the maximum number of Shares which may be issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 174,235,600 Shares, representing 20% of the issued share capital of the Company as at the date of passing the relevant resolution.

3. RE-ELECTION OF DIRECTORS

In accordance with Article 86(3) of the Articles, Mr. Liu Wengang and Mr. Chan Tsun Hong Philip, who have been appointed by the Board as addition to the existing Board or to fill a casual vacancy on the Board respectively, will hold office until the AGM. Being eligible, they would offer themselves for re-election.

In addition, in accordance with Article 87(1) of the Articles, Mr. Gao Feng, Mr. Cheng Hong, Ms. Zhang Lijuan and Ms. Wang Lina shall retire from their office as Directors at the AGM. Being eligible, they would offer themselves for re-election.

At the AGM, ordinary resolutions will be proposed to re-elect each of the above Directors as Directors.

Biographical details of each of the above Directors who offer themselves for re-election that are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 19 to 23 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Buy-back Mandate and the Extension Mandate, and the re-election of Directors.

A form of proxy for the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkex.com.hk) and the Company (www.tayang.com). Whether or not you are able to attend and vote at the AGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301−04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM (i.e. 10:00 a.m. on Sunday, 27 June 2021) or any adjournment thereof (as the case may be). The completion and return of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

In order to determine the Shareholders who are entitled to attend and vote at the AGM to be held on Tuesday, 29 June 2021, the register of members of the Company will be closed from Wednesday, 23 June 2021 to Tuesday, 29 June 2021, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301−04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Tuesday, 22 June 2021.

5. POLL VOTING AT ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, at the AGM, the chairman of the AGM will exercise his/her power under Article 66 of the Articles to put each of the resolutions set out in the AGM Notice to be voted by way of poll.

After the conclusion of the AGM, the results of the poll will be published on the website of the Stock Exchange at www.hkex.com.hk and the Company’s website at www.tayang.com in accordance with Rule 13.39(5) of the Listing Rules.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purposes of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

7. RECOMMENDATION

The Directors are of the opinion that the proposed resolutions referred in this circular and the AGM Notice are in the best interests of the Company and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of all the resolutions as set out in the AGM Notice.

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LETTER FROM THE BOARD

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text if there is any discrepancy between the Chinese text and the English text.

Yours faithfully, On behalf of the Board

Ta Yang Group Holdings Limited Liu Wengang

Executive Director and Chief Executive Officer

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APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to enable Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Buy-back Mandate.

(1) GENERAL MANDATE TO BUY-BACK SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to exercise all the power of the Company to buy-back Shares up to 10% of the issued share capital of the Company as at the date of passing of the resolution. The Buy-back Mandate will continue to be in force during the Buy-back Period.

(2) EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised 871,178,000 Shares. Subject to the passing of the resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought-back before the AGM, the Company would be allowed to buy-back a maximum of 87,117,800 Shares during the Buy-back Period.

(3) SOURCE OF FUNDS

Buy-backs made pursuant to the Buy-back Mandate would be funded out of funds legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands.

(4) REASONS FOR BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy-back its Shares on the Stock Exchange. Such buy-backs may, depending on market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.

The Directors have no present intention to buy-back any Shares and they would only exercise the power to buy-back in circumstances where they consider that the buy-back would be in the best interests of the Company. The Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 December 2020, being the date to which the latest published audited financial statements of the Company have been made up) in the event that the Buy-back Mandate is exercised in full. The Directors do not propose to

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APPENDIX I EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE

exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

(5) SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months were as follows:

	**Shares **	prices
	Highest	Lowest
	HK$		HK$
2020
April	0.275		0.225
May	0.260		0.230
June	0.249		0.205
July	0.230		0.183
August	0.200		0.180
September	0.210		0.151
October	0.375		0.150
November	0.310		0.250
December	0.280		0.205
2021
January	0.237		0.180
February	0.245		0.182
March	0.211		0.160
April (up to and including the Latest Practicable Date)	0.199		0.171

(6) TAKEOVERS CODE

If as a result of a buy-back of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

– 11 –

EXPLANATORY STATEMENT OF THE BUY-BACK MANDATE

APPENDIX I

As at the Latest Practicable Date, according to the register of interest kept by the Company under section 336 of the SFO and so far as was known to the Directors, Lyton Maison Limited, being a Controlling Shareholder of the Company, held 436,540,400 Shares, representing approximately 50.11% of the entire issued share capital of the Company. Ms. Shi Qi, the Chairlady and executive Director of the Company, is the sole director and the ultimate beneficial owner of Lyton Maison Limited. In the event that the Buy-back Mandate is exercised in full, the percentage of shareholding of Lyton Maison Limited would be increased to approximately 55.68% of the issued share capital of the Company, and such an increase will not give rise to an obligation to make a mandatory general offer under Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, the Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code. The Directors do not intend to exercise the Buy-back Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.

(7) BUY-BACK MADE BY THE COMPANY

In the six months preceding the Latest Practicable Date, the Company had not bought-back any of its Shares (whether on the Stock Exchange or otherwise).

(8) UNDERTAKING AND DISCLOSURE OF INTERESTS

To the best of the knowledge of the Directors, having made all reasonable enquiries, none of the Directors nor any of their Close Associates have any present intention to sell any Shares to the Company in the event that the Buy-back Mandate is approved at the AGM.

The Directors have undertaken to the Stock Exchange that they will only exercise the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the regulations set out in the Articles.

No Core Connected Person of the Company has notified the Company that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is granted.

The Listing Rules prohibit a company from making buy-back on the Stock Exchange if the result of the buy-back would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to buy-back Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The details of Directors proposed to be re-elected at the AGM are set out as follows:

Mr. Liu Wengang

Mr. Liu Wengang (“Mr. Liu”), aged 40, appointed as the Chief Executive Officer and executive Director of the Company on 26 August 2020, has over a decade of extensive experience in capital, finance and corporate management. Mr. Liu served as the chief investment officer and an executive director of Bisu Technology Group International Limited (a company listed on the Main Board of the Stock Exchange (Stock Code: 1372)) from 1 November 2019 to 20 August 2020. From January 2017 to August 2019, Mr. Liu served as the chairman’s assistant and chief financial officer of China Tian Yuan Finance Group (Holdings) Limited. From April 2011 to December 2016, he served as the managing director of Huarong International Trust Co., Ltd. From July 2006 to March 2011, he worked in Ernst and Young. Mr. Liu obtained a master’s degree in 2006 in economics from the Capital University of Economics and Business in the People’s Republic of China and a bachelor’s degree in 2003 in economics from Tianjin University of Finance and Economics.

Mr. Liu did not hold any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Mr. Liu does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Liu did not have any interest in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Liu has entered into a service contract with the Company for a term of three years. Under the service contract, Mr. Liu is entitled to receive a monthly salary of HK$167,000, which has been determined with reference to the prevailing market conditions and his qualification and experience as well as his duties and responsibilities with the Group. He is entitled to a discretionary bonus as may be granted with reference to the Group’s results and performance and his performance in the relevant financial year.

There is no information which is discloseable nor is/was Mr. Liu involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Gao Feng

Mr. Gao Feng (“Mr. Gao”), aged 40, has been appointed as a non-executive Director of the Company since 6 April 2016 and re-designated as an executive Director on 13 November 2019. Mr. Gao has around 12 years of experience in corporate management. He has been the general manager of Beijing Zhongmei Zhengchen Construction Co., Ltd. (北京中煤正辰建設有限公司), which mainly engages in real estate and construction since 2012. He was the general manager of Beijing Kaiyun Zhifeng Industry and Trade Co., Ltd. (北京凱運之峰工貿有限公司) from 2009 to 2012.

Mr. Gao did not hold any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Mr. Gao does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Gao did not have any interest in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Gao has entered into a formal service contract with the Company for a term of three years. Under the service contract, Mr. Gao receives a monthly salary of HK$125,000 and a discretionary bonus for his service as an executive Director, which was approved by the Board with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions.

There is no information which is discloseable nor is/was Mr. Gao involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Cheng Hong

Mr. Cheng Hong (“Mr. Cheng”), aged 44, has been an executive Director of the Company since 8 January 2019. Mr. Cheng graduated at Beijing Wuzi University with a bachelor’s degree in economics in July 1998. After graduation, Mr. Cheng joined Haier Group (海爾集團) as project manager from 1999 to 2004. Mr. Cheng worked at Beijing Tecsun Technology Development Co., Ltd. (北京德誠吉徠科技發展有限公司) as the deputy general manager from 2004 to 2012. During the period 2012 and 2015, he served as the general manager of Beijing Jingtian Shiji Technology Development Co., Ltd.,* (北京競天世紀科技發展有限公司) and was responsible for

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

the daily operation. From 2015 to 2018, Mr. Cheng held the position of general manager of China Joystar Investment Co., Ltd.,* (中實嘉信(北京)投資有限公司) and was responsible for the project development.

Mr. Cheng did not hold any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Mr. Cheng does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Cheng did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Cheng has entered into a formal service contract with the Company for a term of three years. Under the service contract, Mr. Cheng is entitled to receive a monthly salary of HK$10,000, a discretionary bonus of one extra month’s salary at the discretion of the Board and a discretionary management bonus at the absolute discretion of the Board, which has been determined by the Board with reference to his qualification, experience, level of responsibilities undertaken and prevailing market conditions.

There is no information which is discloseable nor is/was Mr. Cheng involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Mr. Chan Tsun Hong Philip

Mr. Chan Tsun Hong Philip (“Mr. Chan”), aged 42, appointed as a non-executive Director on 3 August 2020, has over 15 years’ experience in auditing, financial accounting and reporting. He worked in BDO Limited and KPMG from 2005 to 2014 and from 2014 to 2019 respectively. His last position with KPMG was a senior audit manager. Mr. Chan is currently the senior vice president at the group finance department of Mason Group Holdings Limited (the shares of which are listed on the Stock Exchange of Hong Kong (stock code: 0273)), acting as the group financial controller and oversees all functions of the group’s finance department. Mr. Chan holds a Bachelor of Information Technology Degree in data communications from Queensland University of Technology in Australia, and a Master of Practising Accounting degree from Monash University in Australia. Mr. Chan is also a member of Hong Kong Institute of Certified Public Accountants and CPA Australia.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chan did not hold any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Mr. Chan does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Chan did not have any interest in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Mr. Chan has entered into a letter of appointment with the Company for a term of one year. Mr. Chan does not receive any Director’s fee for his directorship.

There is no information which is discloseable nor is/was Mr. Chan involved in any of the matters required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

Ms. Zhang Lijuan

Ms. Zhang Lijuan (“Ms. Zhang”), aged 67, appointed as an independent non-executive Director in April 2016, is the executive vice president and the secretary general of Chinese Association of Geriatric Research (中國老年保健醫學研究會). She has over 10 years of experience in the healthcare and medical industry. She was the vice president and the executive vice secretary general of China National Health Association (中國民族衛生協會) from August 2005 to May 2010.

Ms. Zhang did not hold any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Ms. Zhang does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Ms. Zhang did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Ms. Zhang has entered into a formal appointment letter with the Company for a term of three years. Under the appointment letter, Ms. Zhang does not receive any Director’s fee for her directorship.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

There is no information which is discloseable nor is/was Ms. Zhang involved in any of the matters required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

With reference to the past contributions made by Ms. Zhang to the Company during her tenure, her qualifications and her work experiences as disclosed above, the Board is of the view that Ms. Zhang can provide valuable managerial advice and independent opinion to the Board and make contributions to the Board’s diversity. Given that she has confirmed in writing to the Company of her independence with reference to various factors set out in Rule 3.13 of the Listing Rules, the Board is satisfied with her independence.

Ms. Wang Lina

Ms. Wang Lina (“Ms. Wang”), aged 37, has been an independent non-executive Director of the Company since 22 April 2020. Ms. Wang graduated in foreign-related accounting from Shanghai Lixin University of Accounting (上海立信會計學院) in 2005 and obtained her Bachelor’s degree in accountancy from Northeast Forestry University (東北林業大學) in 2014. From 2005 to present, Ms. Wang has been the Manager of Finance Department and the Senior Manager of Investment Department for Shanghai Guoteng Zhirui Co. Ltd.* (上海國騰致瑞科技有限公司).

Ms. Wang did not hold any other directorships in any public companies the securities of which are listed in Hong Kong or overseas in the last three years.

Ms. Wang does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

As at the Latest Practicable Date, Ms. Wang did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Ms. Wang has entered into a letter of appointment with the Company for a term of one year. Under the letter of appointment, Ms. Wang is entitled to receive a monthly director’s fee of HK$10,000, which was determined by the Board with reference to her duties and responsibilities with the Company and the prevailing market conditions.

There is no information which is discloseable nor is/was Ms. Wang involved in any of the matters required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

With reference to the past contributions made by Ms. Wang to the Company during her tenure, her qualifications and her work experiences as disclosed above, the Board is of the view that Ms. Wang can provide valuable managerial advice and independent opinion to the Board and make contributions to the Board’s diversity. Given that she has confirmed in writing to the Company of her independence with reference to various factors set out in Rule 3.13 of the Listing Rules, the Board is satisfied with her independence.

• For translation purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (“AGM”) of Ta Yang Group Holdings Limited (the “Company”) will be held at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong on Tuesday, 29 June 2021 at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries (the “Group”) and the reports of the directors (the “Director(s)”) and auditors of the Company for the year ended 31 December 2020;

2. To re-elect the following retiring Directors:

3. (a) Mr. Liu Wengang as an executive Director;

4. (b) Mr. Gao Feng as an executive Director;

5. (c) Mr. Cheng Hong as an executive Director;

6. (d) Mr. Chan Tsun Hong Philip as a non-executive Director;

7. (e) Ms. Zhang Lijuan as an independent non-executive Director; and

8. (f) Ms. Wang Lina as an independent non-executive Director;

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NOTICE OF ANNUAL GENERAL MEETING

1. To authorize the board (the “Board”) of Directors to fix the remuneration of the Directors;

2. To re-appoint Elite Partners CPA Limited as the auditors of the Company and authorize the Board to fix their remuneration,

To consider and, if thought fit, pass with or without alterations, the following resolutions as ordinary resolutions:

1. “ THAT

2. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities, and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of Shares under the exercise of any options granted under any option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries for the grant or issue to eligible participants thereunder or rights to acquire Shares; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles”) in force from time to time, shall not exceed 20% of the aggregate number of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this resolution:

“ 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 expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company at general meeting.

“ Rights Issue ” means the allotment, issue or grant of Shares or securities convertible into Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares or of such securities or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or of such securities or any class thereof as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange applicable to the Company).”

1. “ THAT

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back its Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of issued Shares to be bought-back pursuant to the approval in paragraph (a) above of this resolution during the Relevant Period shall not exceed 10% of the aggregate number of issued Shares on the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this resolution, “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 expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; and

  • (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders at general meeting.”

• “ THAT conditional upon resolutions nos. 5 and 6 being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares and to make or grant offers, agreements and options which would or might require the exercise of such powers pursuant to resolution no. 5 be and is hereby extended by the aggregate number of issued Shares bought-back by the Company since the granting of a general mandate to the Directors to exercise the powers of the Company to buy-back such shares pursuant to resolution no. 6, provided that such number shall not exceed 10% of the aggregate number of the Shares in issue on the date of passing of this resolution and the said approval shall be limited accordingly.”

By Order of the Board Ta Yang Group Holdings Limited Liu Wengang

Executive Director and Chief Executive Officer

Hong Kong, 28 April 2021

Registered Office: Principal Place of Business in Hong Kong: Cricket Square 22/F, H Code Hutchins Drive P.O. Box 2681 GT 45 Pottinger Street Grand Cayman KY1-1111 Central Cayman Islands Hong Kong

As at the date hereof, the Board of the Company has four executive Directors, namely Ms. Shi Qi, Mr. Liu Wengang, Mr. Gao Feng and Mr. Cheng Hong, two non-executive Directors, namely Mr. Han Lei and Mr. Chan Tsun Hong Philip and five independent non-executive Directors, namely Ms. Zhang Lijuan, Mr. Lin Bing, Mr. Liu Gang, Mr. Hu Jiangbing and Ms. Wang Lina.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and vote on poll instead of him/her at the AGM. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company.

2. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301−04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 48 hours before the time appointed for holding of the AGM (i.e. 10:00 a.m. on Sunday, 27 June 2021) or any adjournment thereof (as the case may be).

3. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM or at any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other joint registered holders.

5. In order to determine members who are entitled to attend and vote at the AGM to be held on Tuesday, 29 June 2021, the register of members of the Company will be closed from Wednesday, 23 June 2021 to Tuesday, 29 June 2021, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301−04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Tuesday, 22 June 2021.

6. Save for resolutions approving the procedural and administrative matters, any voting of the meeting should be taken by poll.

7. If Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or extreme conditions caused by super typhoon is in force in Hong Kong any time after 7: 00 a.m. on the date of the AGM, then the AGM will be postponed. The Company will post an announcement on the website of the Company (www.tayang.com) and the website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather condition bearing in mind their own situations.

8. In light of epidemic situation of COVID-19, shareholders may consider appointing the chairman of the AGM as his/her proxy to vote on the resolutions, instead of attending the AGM in person.

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