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

Apr 30, 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)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 26 MAY 2025 (OR ANY ADJOURNMENT THEREOF)

Form of proxy for use by shareholders at the extraordinary 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 Monday, 26 May 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$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 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 RESOLUTION#		FOR (Note 3)	AGAINST (Note 3)
1.	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;
	(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.

Full text of the resolution is 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 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 THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”; IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX 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 the Meeting. A proxy need not be a member of the Company.
5. This form of proxy shall be in writing under the hand of the appointee or of his/her attorney duly authorised in writing; or, if the appointee 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, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 358 King's Road, North Point, Hong Kong, not later than forty-eight (48) hours before the time appointed for holding of the Meeting 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 of proxy 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 in person and vote at the Meeting, the authority of your proxy will be revoked.

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.