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Ta Yang Group Holdings Limited — Proxy Solicitation & Information Statement 2025
Apr 30, 2025
50325_rns_2025-04-29_1ac4923f-0f21-4def-b353-2ec13b4bd1a7.pdf
Proxy Solicitation & Information Statement
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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 your licensed securities dealer, or registered institution in securities, 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, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank manager, licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected for 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.
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)
(I) PROPOSED SHARE CONSOLIDATION;
(II) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(III) NOTICE OF EXTRAORDINARY GENERAL MEETING
Capitalised terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed "Definitions" in this circular.
A letter from the Board is set out on pages 6 to 13 of this circular.
A notice convening the extraordinary general meeting of the Company to be held on Monday, 26 May 2025 at 10:00 a.m. at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong (the "EGM"), is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular.
A form of proxy for use at the EGM or any adjournment thereof is enclosed with this circular. If you are a Shareholder and are not able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or other authority, 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 less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM, or any adjournment thereof, should they so wish and in such event the form of proxy shall be deemed to be revoked.
30 April 2025
CONTENTS
Page
DEFINITIONS ... 1
EXPECTED TIMETABLE ... 4
LETTER FROM THE BOARD ... 6
NOTICE OF EGM ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"Announcement"
the announcement of the Company dated 16 April 2025 in relation to the Share Consolidation and the Change in Board Lot Size
"Board"
the board of Directors
"Business Day(s)"
a day (other than a Saturday, Sunday and public holidays or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon) on which banks are open for business in Hong Kong
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Change in Board Lot Size"
the proposed change in board lot size of the Shares for trading on the Stock Exchange from 2,000 Existing Shares to 10,000 Consolidated Shares
"Company"
Ta Yang Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange (Stock code: 1991)
"Consolidated Share(s)"
the ordinary share(s) of par value HK$1.0 each in the share capital of the Company upon the Share Consolidation becoming effective
"Director(s)"
the director(s) of the Company from time to time
"EGM"
the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve, among other things, the Share Consolidation and transactions contemplated thereunder
"Existing Share(s)"
ordinary share(s) of par value of HK$0.1 each in the share capital of the Company prior to the Share Consolidation becoming effective
DEFINITIONS
| “General Rules of HKSCC” | the terms and conditions regulating the use of HKSCC’s services, as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures |
|---|---|
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollar(s), the lawful currency of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “HKSCC Operational Procedures” | the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time in force |
| “Hong Kong” | Hong Kong Special Administrative Region of the PRC |
| “Latest Practicable Date” | 25 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular |
| “Listing Committee” | has the meaning ascribed to such term in the Listing Rules |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China, which for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “Registrar” | the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong |
| “Share(s)” | the Existing share(s) and/or the Consolidated share(s), as the case may be, whether issued or unissued |
| “Share Consolidation” | the proposed consolidation of every ten (10) issued and unissued Existing Shares of par value of HK$0.1 each in the share capital of the Company into one (1) Consolidated Share of par value of HK$1.0 each |
- 2 -
- 3 -
DEFINITIONS
"Share Option Scheme"
the share option scheme adopted by the Company on 13 December 2018
"Shareholder(s)"
holder(s) of the Existing Share(s) or the Consolidated Share(s), as the case may be
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
EXPECTED TIMETABLE
Set out below is the expected timetable for the Share Consolidation and the Change in Board Lot Size. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.
Event(s)
Time and Date
2025
Latest date and time for lodging transfer documents
in order to qualify for attending and voting at the EGM. 4:00 p.m. on
Tuesday, 20 May
Closure of register of members of the Company for determining
the entitlement to attend and vote at the EGM (both dates
inclusive). from Wednesday, 21 May to
Monday, 26 May
Latest date and time for lodging forms of proxy for the EGM. 10:00 a.m. on
Saturday, 24 May
Record date for attendance and voting at the EGM. Monday, 26 May
Expected time and date of the EGM. 10:00 a.m. on
Monday, 26 May
Publication of announcement of poll results of the EGM. Monday, 26 May
The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation and the Change in Board Lot Size as set out in this circular. Subject to the above, the following timetable, including but not limited to, the effective date of the Share Consolidation, will remain unchanged even if that day is a severe weather trading day.
Event(s)
Time and Date
2025
Expected effective date of the Share Consolidation. Wednesday, 28 May
First day of free exchange of existing share certificate(s) of
the Existing Shares for new share certificate(s) of
the Consolidated Shares. Wednesday, 28 May
Dealing in the Consolidated Shares commences. 9:00 a.m. on
Wednesday, 28 May
EXPECTED TIMETABLE
Event(s)
Time and Date
2025
Original counter for trading in the Existing Shares in board
lots of 2,000 Existing Shares temporarily closes …………………… 9:00 a.m. on
Wednesday, 28 May
Temporary counter for trading in the Consolidated Shares
in board lots of 200 Consolidated Shares
(in the form of existing share certificate(s)) opens …………………… 9:00 a.m. on
Wednesday, 28 May
Original counter for trading in the Consolidated Shares in
board lots of 10,000 Consolidated Shares (in the form of
new share certificates) re-opens …………………… 9:00 a.m. on
Wednesday, 11 June
Parallel trading in the Consolidated Shares (in the form of new
share certificate(s) and existing share certificate(s))
commences …………………… 9:00 a.m. on
Wednesday, 11 June
Designated broker starts to stand in the market to provide
matching services for odd lots of Consolidated Shares …………………… 9:00 a.m. on
Wednesday, 11 June
Designated broker ceases to stand in the market to provide
matching services for odd lots of Consolidated Shares …………………… 4:00 p.m. on
Wednesday, 2 July
Temporary counter for trading in the Consolidated Shares in
board lots of 200 Consolidated Shares (in the form of
existing share certificate(s)) closes …………………… 4:10 p.m. on
Wednesday, 2 July
Parallel trading in the Consolidated Shares (in the form of
new share certificate(s) and existing share certificate(s)) ends …………………… 4:10 p.m. on
Wednesday, 2 July
Last day for free exchange of existing share certificate(s)
of the Existing Shares for new share certificate(s)
of the Consolidated Shares …………………… Friday, 4 July
- 5 -
LETTER FROM THE BOARD
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)
Executive Directors:
Ms. Shi Qi
Mr. Li Jiuhua
Mr. Gao Feng
Non-executive Directors:
Mr. Chan Tsun Hong Philip
Mr. Gu Shixiang
Mr. Han Lei
Independent non-executive Directors:
Mr. Chan Siu Tat
Dr. Feng Xin
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
30 April 2025
To the Shareholders
Dear Sir or Madam,
(I) PROPOSED SHARE CONSOLIDATION;
(II) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(III) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the Announcement in relation to the proposed Share Consolidation and the Change in Board Lot Size.
The purpose of this circular is to provide you with information, among other things, (i) further details of the Share Consolidation; (ii) further details of the Change in Board Lot Size; (iii) the notice of EGM; and (iv) other information required under the Listing Rules.
LETTER FROM THE BOARD
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of par value of HK$0.1 each be consolidated into one (1) Consolidated Share of HK$1.0 each. The Share Consolidation is conditional upon, among other things, the approval of the Shareholders at the EGM.
Conditions of the Share Consolidation
The Share Consolidation is conditional upon the following conditions:
(i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation and the transactions contemplated thereunder;
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and
(iii) the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands (where applicable) and the Listing Rules to effect the Share Consolidation.
Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Wednesday, 28 May 2025 (the "Effective Date"), being the second Business Day after the date of EGM.
As at the Latest Practicable Date, none of the conditions above had been fulfilled.
Application for listing of the Consolidated Shares
An application will be made by the Company to the Listing Committee for the listing of, and the permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective and the Consolidated Shares which may be issued pursuant to the exercise of the options which may be granted under the Share Option Scheme.
Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and
LETTER FROM THE BOARD
HKSCC Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.
None of the securities (being equity or debt) of the Company are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.
Effects of the proposed Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK$2,000,000,000 divided into 20,000,000,000 Existing Shares of a par value of HK$0.1 each.
Upon 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, 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.
As at the Latest Practicable Date, 1,313,467,000 Existing Shares have been allotted and issued. Upon the Share Consolidation becoming effective and assuming that no new Existing Shares are issued nor Existing Shares are repurchased from the date hereof until the Effective Date, 131,346,700 Consolidated Shares will be in issue.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders.
Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation will have no effect on the consolidated net asset value of the Group, nor alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled and the necessary professional expenses for the implementation of the Share Consolidation.
Other securities of the company
The Company has adopted a share option scheme on 13 December 2018 (the "Share Option Scheme") pursuant to which the total number of Existing Shares in respect of which options may be granted under the Share Option Scheme shall not exceed 87,117,800 Existing Shares (equivalent to 8,711,780 Consolidated Shares assuming the Share Consolidation has become effective). As at the Latest Practicable Date, the scheme mandate limit had not been refreshed and no options were granted since the date of adoption of the Share Option Scheme.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company has outstanding convertible bonds in an aggregate principal amount of HK$40,000,000. Assuming full conversion of such convertible bonds, an aggregate of 155,642,023 conversion shares of the Company may be allotted and issued by the Company upon exercise of the conversion rights attaching to the convertible bonds in full. The Share Consolidation may cause adjustments to the conversion price of convertible bonds and/or the maximum number of Consolidated Shares that will be issued upon conversion. The Company will make further announcement(s) on any adjustment(s) of the outstanding convertible bonds of the Company as and when appropriate.
Save as aforesaid, the Company does not have any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as at the Latest Practicable Date.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Existing Shares are currently traded on the Stock Exchange in board lot size of 2,000 Existing Shares. Upon the Share Consolidation becoming effective, the Board also proposed to change the board lot size for trading in the Shares on the Stock Exchange from 2,000 Existing Shares to 10,000 Consolidated Shares. Based on the closing price of HK$0.068 per Existing Share (equivalent to the theoretical closing price of HK$0.68 per Consolidated Share) as at the Latest Practicable Date, (i) the value per board lot of 2,000 Existing Shares is HK$136; and (ii) the value per board lot of 10,000 Consolidated Shares would be HK$6,800 on the assumption that the Share Consolidation becomes effective.
REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE
According to the Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities.
Firstly, the Share Consolidation is anticipated to increase the market value of each board lot, where the trading unit remains constant. This increase is expected to reduce the relative costs associated with transactions. A higher share price following the Share Consolidation is likely to result in more favorable bid-ask spreads, which is beneficial for the trading process. This improvement in spreads is projected to stimulate trading activities, thereby increasing both liquidity and turnover in the market. Moreover, the Share Consolidation is expected to reduce transaction costs, which can become significant when the stock price is low, as certain fees are calculated on a per-share basis.
On the other hand, the Board expects that the board lot size would help to maintain the value of each board lot at a reasonable level upon the Share Consolidation becoming effective in order to attract more investors and to broaden the shareholder base of the Company.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares will not be allocated to the Shareholders who may otherwise be entitled. The Directors are of the view that the Share Consolidation and the Change in Board Lot Size will not have any material adverse effect on the financial position of the Group.
The Board considers that the Share Consolidation and Change in Board Lot Size are essential to achieve the abovementioned purpose. Taking into account of the potential benefits and the insignificant amount of costs to be incurred, the Board is of the view that the Share Consolidation and Change in Board Lot Size are in the interest of the Company and the Shareholders as a whole.
Free exchange of share certificates for Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be on Wednesday, 28 May 2025, the second Business Day after the date of the EGM, the Shareholders may during the specific period submit existing share certificates for the Existing Shares (in the colour of green) to the Registrar in Hong Kong, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, to exchange for new share certificates for the Consolidated Shares (in the colour of blue) at the expense of the Company.
Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever is higher.
After 4:10 p.m. on Wednesday, 2 July 2025, trading will only be in Consolidated Shares. Share certificates for the Existing Shares will remain effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.
- 10 -
LETTER FROM THE BOARD
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company.
The Shareholders concerned about losing out on any fractional entitlement are recommended to consult their professional advisers and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of the Consolidated Shares.
Arrangement on odd lot trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed an agent to provide matching services, on a best-effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on Wednesday, 11 June 2025 to 4:00 p.m. on Wednesday, 2 July 2025 (both days inclusive). Shareholders who wish to take advantage of this service should contact Mr. Leung Siu Wa of Cinda International Securities Limited at Suites 5801-04 & 08, 58/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or at telephone number (852) 2235 7801 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of such period. Shareholders are recommended to make an appointment in advance by dialing the telephone number of Cinda International Securities Limited as indicated above to trading of odd lots (if any) of the Consolidated Shares.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.
RECOMMENDATION
Taking into consideration of the reasons set out in the paragraph headed "REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE" above, the Directors believe that the Share Consolidation is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.
EGM AND CLOSURE OF REGISTER OF MEMBERS
The EGM will be held at 22/F, H Code, 45 Pottinger Street, Central, Hong Kong on 26 May 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, to approve the resolution regarding the Share Consolidation. To ascertain Shareholders' eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 21 May 2025
LETTER FROM THE BOARD
to Monday, 26 May 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Registrar, 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.
A form of proxy for use at the EGM or any adjournment thereof is enclosed. Whether or not you intend to attend the EGM, 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 less than 48 hours before the time appointed for the holding of the EGM, or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the relevant form of proxy shall be deemed to be revoked.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders have a material interest in the Share Consolidation and no Shareholders are required to abstain from voting at the EGM.
VOTING AT THE EGM
Pursuant to Rules 13.39(4) and (5) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands), and an announcement on the poll results of the general meeting must be made by the Company after the general meeting as soon as possible. Accordingly, the resolution to be proposed at the EGM as set out in the notice of the EGM will be voted by poll and an announcement on the poll results of the EGM will be made by the Company as soon as possible after conclusion of the EGM.
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 purpose 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.
MISCELLANEOUS
In case of any inconsistency between the English version and the Chinese translation of this circular and the form of proxy, the English version shall prevail.
LETTER FROM THE BOARD
WARNING
Shareholders should take note that the Share Consolidation and the Change in Board Lot Size are conditional upon satisfaction of respective conditions set out in this circular. Therefore, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
By order of the Board
Ta Yang Group Holdings Limited
Shi Qi
Chairlady
- 13 -
NOTICE OF EGM
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
- “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;
- EGM-1 -
NOTICE OF EGM
(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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NOTICE OF EGM
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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