TA Yang : CHANGE OF DIRECTORS AND CHANGE OF COMPOSITION OF BOARD COMMITTEES

E161693A_Ta Yang 1..4

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

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)

CHANGE OF DIRECTORS AND

CHANGE OF COMPOSITION OF BOARD COMMITTEES

CHANGE OF DIRECTORS

The Board announces that with effect from the close of the Offers on Wednesday, 27 April 2016, (i) each of Mr. Huang, Mr. Wong Tak Leung and Mr. Kwok Yiu Kai resigned from his office as an executive Director; (ii) Mr. Wu Ih Chen resigned from his office as a non-executive Director; and (iii) each of Mr. Kirk Yang, Mr. Hsieh Yu and Professor Jou Yow-Jen resigned from his/her office as an INED. The Resigned Directors also ceased to be chairman and/or members of the relevant board committees of the Company as a result of their resignation as Directors.

The Board also announces that with effect from Wednesday, 27 April 2016, each of Ms. Zhang Lijuan and Mr. Pak Wai Keung, Martin has been appointed as an INED.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

Following the resignation of the Resigned Directors and appointment of the New INEDs, the Board announces that with effect from the close of the Offers on Wednesday, 27 April 2016:

1. the Audit Committee comprises three INEDs, namely Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin, of which Mr. Pak Wai Keung, Martin is the chairman;

2. the Compliance Committee comprises one INED, namely Mr. Pak Wai Keung, Martin, two executive Directors, namely Ms. Xu Chendi and Mr. Huang Te-Wei, the company secretary of the Company, namely Mr. Chan Oi Fat, and the chief operating officer of the Company, namely Mr. Krassovski Victor, of which Mr. Pak Wai Keung, Martin is the chairman;

1. the Nomination Committee comprises three INEDs, namely Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin, of which Mr. Yeung Chi Tat is the chairman; and

2. the Remuneration Committee comprises three INEDs, namely Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin, of which Ms. Zhang Lijuan is the chairman.

References are made to the composite offer and response documents (the ''Composite Offer Document'') dated 6 April 2016 and the closing announcement dated 27 April 2016 jointly issued by the Company and the Offeror. Unless otherwise defined herein, the capitalised terms used in this announcement have the same meanings as those defined in the Composite Offer Document.

CHANGE OF DIRECTORS

Resignation of Directors

The Board announces that with effect from the close of the Offers on Wednesday, 27 April 2016:

1. each of Mr. Huang, Mr. Wong Tak Leung and Mr. Kwok Yiu Kai resigned from his office as an executive Director;

2. Mr. Wu Ih Chen resigned from his office as a non-executive Director; and

3. each of Mr. Kirk Yang, Mr. Hsieh Yu and Professor Jou Yow-Jen resigned from his/her office as an independent non-executive Director (the ''INEDs'').

Each of Mr. Huang, Mr. Wong Tak Leung, Mr. Kwok Yiu Kai, Mr. Wu Ih Chen, Mr. Kirk Yang, Mr. Hsieh Yu and Professor Jou Yow-Jen (the ''Resigned Directors'') has respectively confirmed that (i) he/she has no disagreement with the Board; and (ii) there is no matter relating to his/her resignation that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') and the shareholders of the Company (the ''Shareholders''). The Resigned Directors also ceased to be chairman and/or members of the relevant board committees of the Company as a result of their resignation as Directors.

The Board would like to take this opportunity to express its appreciation for the valuable contribution of the Resigned Directors to the Company during their respective terms of service.

Appointment of INEDs

The Board is pleased to announce that with effect from Wednesday, 27 April 2016, each of Ms. Zhang Lijuan and Mr. Pak Wai Keung, Martin has been appointed as an INED.

The Company takes this opportunity to express its warm welcome to all the newly appointed INEDs (the ''New INEDs'') to the Board.

The biographical details of the New INEDs are set forth below:

Ms. Zhang Lijuan

Ms. Zhang Lijuan (張力涓女士), aged 62, 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.

Mr. Pak Wai Keung, Martin

Mr. Pak Wai Keung, Martin (白偉強先生), aged 52, is a fellow of the Hong Kong Institute of Certified Public Accountants, an Associate of The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries. He has over 25 years of experience in finance, accounting and corporate governance affairs. Mr. Pak had held positions as the Chief Financial Officer and the Company Secretary at various listed companies in Hong Kong. From March 2007 to March 2012, Mr. Pak was the Chief Financial Officer and the Company Secretary of Man Sang International Limited, a company listed on the main board of the Stock Exchange (stock code: 938) and since June 2013, Mr. Pak has been the Chief Financial Officer and the Company Secretary of China Kingstone Mining Holdings Limited, a company listed on the main board of the Stock Exchange (stock code: 1380) (''China Kingstone''). Mr. Pak had also been an independent non-executive director of China Kingstone from April 2013 to May 2013.

Each of the New INEDs has entered into a letter of appointment with the Company with a term of three years. Their directorship will also be subject to retirement by rotation and re- election pursuant to the articles of association of the Company. The New INEDs will only hold office until the next general meeting of the Company at which they will be eligible for re-election and their directorship will also be subject to retirement by rotation and re- election pursuant to the articles of association of the Company. Ms. Zhang Lijuan will not receive any Director's fee. Mr. Pak Wai Keung, Martin will receive an annual fee of HK$180,000. The remuneration (if any) of each of the New INEDs will be subject to annual review by the remuneration committee of the Company and the Board.

None of the above New INEDs has any interest or short position (both within the meaning of Part XV of the Securities and Futures Ordinance (''SFO'') in the shares, underlying shares or debentures of the Company or any of its associated corporation (as defined under Part XV of the SFO) as at the date of this announcement).

Save as disclosed above, as at the date of this announcement, each of the New INEDs (i) does not hold any other positions in the Company or its subsidiaries; (ii) does not have any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) has not held any directorships in listed public companies in the last three years.

Each of the New INEDs has also confirmed his/her independence for the purpose of Rule

3.13 of the Listing Rules.

Each of the New INEDs confirmed that there is no information which is discloseable nor is/ was he/she 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 and there is no other matter that need to be brought to the attention of the Shareholders in relation to his/her appointment.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

Following the resignation of the Resigned Directors and appointment of the New INEDs, the Board announces that with effect from the close of the Offers on Wednesday, 27 April 2016:

1. the Audit Committee comprises three INEDs, namely Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin, of which Mr. Pak Wai Keung, Martin is the chairman;

2. the Compliance Committee comprises one INED, namely Mr. Pak Wai Keung, Martin, two executive Directors, namely Ms. Xu Chendi and Mr. Huang Te-Wei, the company secretary of the Company, namely Mr. Chan Oi Fat, and the chief operating officer of the Company, namely Mr. Krassovski Victor, of which Mr. Pak Wai Keung, Martin is the chairman;

3. the Nomination Committee comprises three INEDs, namely Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin, of which Mr. Yeung Chi Tat is the chairman; and

4. the Remuneration Committee comprises three INEDs, namely Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin, of which Ms. Zhang Lijuan is the chairman.

By order of the Board of

TA YANG GROUP HOLDINGS LIMITED

Shi Qi

Chairman and Chief Executive Officer

Hong Kong, 27 April 2016

As at the time of issue of this announcement, the Board comprises Ms. Shi Qi, Ms. Xu Chendi, Mr. Qiu Yonghao and Mr. Huang Te-Wei as executive Directors, Mr. Gao Feng and Mr. Han Lei as non-executive Directors and Ms. Zhang Lijuan, Mr. Yeung Chi Tat and Mr. Pak Wai Keung, Martin as independent non-executive Directors.