TA Yang : CHANGE OF DIRECTORS, CHANGE OF AUTHORIZED REPRESENTATIVE AND CHANGE IN COMPOSITION OF BOARD COMMITTEE

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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,

CHANGE OF AUTHORIZED REPRESENTATIVE

AND

CHANGE IN COMPOSITION OF BOARD COMMITTEE

The board (the ''Board'') of directors (the ''Directors'') of Ta Yang Group Holdings Limited (the ''Company'') together with its subsidiaries (the ''Group'') hereby announces that:

APPOINTMENT OF DIRECTOR

Mr. Sze Wai Lun (''Mr. Sze'') has been appointed as a non-executive director of the Company on 19 December 2017.

The biographical details of Mr. Sze are set forth below:

Mr. Sze Wai Lun, aged 31, graduated from Lancaster University in the United Kingdom with a Bachelor of Finance (Honours) degree in 2009. Mr. Sze worked at the Hong Kong Branch of Bank of Communications Co., Ltd. (stock code: 3328) from October 2009 to January 2012. Mr. Sze worked at Private Equity Division and Principal Investment Management Division of BOCOM International Asset Management Limited (a wholly-owned subsidiary of BOCOM International Holdings Company Limited (the shares of which are listed on the Stock Exchange of Hong Kong (stock code: 3329)) from February 2012 to February 2015. Mr. Sze later served as the Vice President at the Leverage & Acquisition Finance Department of Haitong International Securities Company Limited, a wholly-owned subsidiary of Haitong International Securities Group Limited (the shares of which are listed on the Stock Exchange of Hong Kong (stock code: 665)), from March 2015 to August 2017, mainly responsible for offshore acquisition and structure finance projects. Mr. Sze is currently the Senior Vice President at the Leveraged and Acquisition Finance Department of Mason Securities Limited, a wholly-owned subsidiary of Mason Group Holdings Limited (the shares of which are listed on the Stock Exchange of Hong Kong (stock code: 0273)),and mainly responsible for acquisition finance and cross-border finance business. Mr. Sze has extensive experience in the area of merger and acquisition, financing and listed company corporate actions. Mr. Sze has participated in a number of deals relating to such areas.

Mr. Sze entered into a formal appointment letter with the Company on 19 December 2017. The appointment of Mr. Sze is for a term of one year commenced from 19 December 2017. Pursuant to the articles of association of the Company, Mr. Sze will only hold office until the next general meeting of the Company at which he will be eligible for re-election and his directorship will also be subject to retirement by rotation and re-election. Mr. Sze will not receive any Director's fee for his directorships.

Save as disclosed above, as at the date of this announcement, Mr. Sze (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 other listed public companies in the last three years.

Mr. Sze does not have 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.

Mr. Sze confirmed that, save as disclosed above, there is no other information concerning the appointments which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong (the ''Listing Rules'') and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

The Company would like to take this opportunity to express its warm welcome to Mr. Sze to join the Board.

RESIGNATION OF DIRECTORS

Ms. Xu Chendi (''Ms. Xu'') has tendered her resignation as an executive Director with effect from 19 December 2017 due to the change of her work arrangements. Ms. Xu remains as vice president of the Group after her resignation from the board. She will devote more time to the Group's day-to-day business operations. Ms. Xu has confirmed that she has no disagreement with the Board and there are no other matters relating to her resignation that need to be brought to the attention of the shareholders of the Company.

Ms. Wang Yayuan (''Ms. Wang'') has also tendered her resignation as a non-executive Director with effect from 19 December 2017 due to other business commitments. Ms. Wang has confirmed that she has no disagreement with the Board and there are no other matters relating to her resignation that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its gratitude to Ms. Xu and Ms. Wang for their invaluable contributions to the Company during the tenure of their office.

CHANGE OF AUTHORIZED REPRESENTATIVES

Following the resignation of Ms. Xu as an executive Director with effect from 19 December 2017, Ms. Xu has ceased to act as authorized representative under Rule 3.05 of the Listing Rules (the ''Authorized Representative'') with effect from 19 December 2017. Ms. Shi Qi (''Ms. Shi''), the Chairlady to the Board and the Chief Executive Officer of the Company, has been appointed as the Authorized Representative with effect from 19 December 2017.

CHANGE IN COMPOSITION OF BOARD COMMITTEE

Following the resignation of Ms. Xu as an executive Director with effect from 19 December 2017, Ms. Xu ceased to act as member of the executive committee of the Board on the same date.

By Order of the Board

TA YANG GROUP HOLDINGS LIMITED

Shi Qi

Chairlady and Chief Executive Officer

Hong Kong, 20 December 2017

As at the date of this announcement, the Board comprises two executive Directors, namely Ms. Shi Qi and Mr. Qiu Yonghao; three non-executive Directors, namely Mr. Gao Feng, Mr. Han Lei and Mr. Sze Wai Lun; and three independent non-executive Directors, namely Ms. Zhang Lijuan, Mr. Pak Wai Keung, Martin and Mr. Wu Tak Kong.