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

Apr 30, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Ta Yang Group Holdings Limited (the “Company”) will be held at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong on Monday, 26 May 2025 at 10:00 a.m. (or any adjournment thereof) to consider and, if thought fit, pass with or without amendments, the following resolution of the Company as an ordinary resolution:

ORDINARY RESOLUTION

1. “THAT subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) the compliance by the Company with the requirement of Section 46(2) of the Companies Act (as revised) of the Cayman Islands and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), with effect from the second business day immediately following the day of passing of this resolution being a day on which the shares of the Company are traded on the Stock Exchange:

(a) every ten (10) issued and unissued ordinary shares with a par value of HK$0.1 each in the existing share capital of the Company be and are consolidated into one (1) consolidated share (the “Consolidated Share”) with a par value of HK$1.0 each (the “Share Consolidation”), and such Consolidated Shares shall rank pari passu in all respects with each other and shall have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company;

(b) immediately following the Share Consolidation becoming effective, and assuming that no changes on the authorised share capital of the Company from the date hereof until the effective date of the Share Consolidation, the authorised share capital of the Company will become HK$2,000,000,000 divided into 2,000,000,000 Consolidated Shares with par value of HK$1.0 each;

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(c) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders but will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the "Directors") of the Company may think fit; and

(d) the Directors and each of them be and are fully authorised to take any and all steps, and to do and/or procure to be done any and all acts and things, and to approve, sign and execute (under hand, seal or as a deed) any documents which they in their absolute discretion consider necessary, desirable, expedient or appropriate to effect and implement this resolution and to exercise such discretion in connection, relating to or arising from the Share Consolidation and/or the matters contemplated herein, with such modifications thereto (if any) as they or he may from time to time consider necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Share Consolidation."

By order of the Board

Ta Yang Group Holdings Limited

Shi Qi

Chairlady

Hong Kong, 30 April 2025

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

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

Notes:

a. A member of the Company (a "Member" or the "Members") entitled to attend and vote at the EGM is entitled to appoint one or if he/she/it is a holder of more than one share of the Company, one or more proxies to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a Member, but must be present to represent the Member.

b. 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 that power of attorney or other 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 (for Members whose names appear in the Company's branch register of members in Hong Kong and who hold shares in certificated form) as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM convened or any adjournment thereof, if he/she/it so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

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c. To ascertain the shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the EGM, all transfer of shares of the Company accompanied by the relevant share certificate(s) must be lodged with the Hong Kong branch share registrar and transfer office of the Company, 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, 20 May 2025.

d. Pursuant to Rule 13.39(4) of the Listing Rules, the resolution put to the vote at the EGM shall be decided by poll.

e. Where there are joint holders of shares of the Company, any one of such joint holders may vote at the EGM (or any adjournment thereof), either in person or by proxy, in respect of such share of the Company as if he/she/it is solely entitled thereto; but if more than one of such joint holders be present at the EGM in person or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

f. References to time and dates in this notice are to Hong Kong time and dates.

g. Changes to entries on the register of members of the Company after that time will be disregarded when determining the rights of any person to attend or vote at the EGM.

h. 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 EGM, then the EGM will be postponed. The Company will post an announcement on the website of the Company (www.tayanggroup.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 EGM 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 EGM under bad weather condition bearing in mind their own situations.

As at the date of this notice, the Board comprises three executive Directors, namely Ms. Shi Qi, Mr. Li Jiuhua and Mr. Gao Feng; three non-executive Directors, namely, Mr. Chan Tsun Hong Philip, Mr. Gu Shixiang and Mr. Han Lei; and two independent non-executive Directors, namely Mr. Chan Siu Tat and Dr. Feng Xin.

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