Ta Yang Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Jun 23, 2025

TAYANG 大洋

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)

REVISED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 27 JUNE 2025 (OR ANY ADJOURNMENT THEREOF)

Revised 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 Friday, 27 June 2025 at 10:00 a.m. or any adjournment thereof

I/We (Note 1)

of

being the registered holder(s) of (Note 2) shares of HK$1.0 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 or at any adjournment thereof 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 2024
2.	(a) To re-elect Mr. Li Jiuhua as an executive Director
	(b) To re-elect Mr. Chan Tsun Hong Philip as a non-executive Director
	(c) To re-elect Mr. Gu Shixiang as a non-executive Director
	(d) To re-elect Dr. Feng Xin 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 CL Partners CPA Limited as the auditor 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 __ 2025

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 revised form of proxy relates. If no number is inserted, this revised 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 revised 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 revised 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 revised form of proxy on behalf of the corporation without further evidence of the facts.
6. This revised 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 (the "Branch Share Registrar"), Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachom 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 Wednesday, 25 June 2025) or any adjournment thereof (as the case may be).
7. 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.
8. Completion and return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof (as the case may be) if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
9. If you use the form of proxy, you must pay attention to the following:
   (i) If you have not completed and returned the form of proxy accompanying the circular of the Company dated 28 April 2025 (the "Original Proxy Form") and wish to attend the Meeting by proxy, you are required to complete and return this revised form of proxy, together with the power of attorney (if required) or other authority (if any) under which it is signed, or a certified copy of such power or authority, to the Company’s Branch Share Registrar not later than forty-eight (48) hours before the time appointed for holding the Meeting (i.e. 10:00 a.m. on Wednesday, 25 June 2025) or any adjournment thereof (as the case may be).
   (ii) If you have correctly completed and duly returned the Original Proxy Form but have not subsequently completed and returned this revised form of proxy not less than 48 hours before the time appointed for holding the Meeting (i.e. 10:00 a.m. on Wednesday, 25 June 2025) or any adjournment thereof (as the case may be), it will be deemed as the valid proxy form returned by you. The proxy so appointed by you will be entitled to cast the vote at his/her/its discretion or to abstain from voting on any resolution properly put to the Meeting except for those resolutions for which the you have indicated your voting direction in the Original Proxy Form.
   (iii) If you have correctly completed and returned the Original Proxy Form and subsequently completed and returned this revised form of proxy not less than 48 hours before the time appointed for holding the Meeting (i.e. 10:00 a.m. on Wednesday, 25 June 2025) or any adjournment thereof (as the case may be), this revised form of proxy shall supersede and replace the Original Proxy Form previously returned by you.

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.