TA Yang : Memorandum of Understanding in respect of the Possible Transaction and the Possible General Offer for the Shares Extension of Exclusivity Period; Update on the number of relevant securities in issue pursuant to Rule 3.8 of the Takeovers Code; and Resumption of Trading

E160418A_Ta Yang 1..3

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)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF

THE POSSIBLE TRANSACTION AND THE POSSIBLE GENERAL OFFER FOR THE SHARES -

EXTENSION OF EXCLUSIVITY PERIOD;

UPDATE ON THE NUMBER OF RELEVANT SECURITIES IN ISSUE PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE;

AND

RESUMPTION OF TRADING

This announcement is made by Ta Yang Group Holdings Limited (the ''Company'') pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 13 January 2016 (the ''Announcement'') relating to, among other things, the entering into of the MOU between the Controlling Shareholder and the Potential Purchaser in respect of the Possible Transaction. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless the context requires otherwise.

The Board wishes to update the Shareholders that, as advised by the Controlling Shareholder, the Potential Purchaser is still in the course of performing due diligence on the Company and the parties to the MOU require further time to negotiate for the terms of the Definitive Agreement. As such, on 2 February 2016 (after trading hours of the Stock Exchange), the parties to the MOU have entered into a supplemental memorandum of understanding to the MOU (the ''Supplemental MOU'') to further extend the Exclusivity Period from 3 February 2016 to 24 February 2016 (the ''Extended Exclusivity Period'').

Moreover, pursuant to the Supplemental MOU, in consideration of the Potential Purchaser paying a further amount of HK$50,000,000 in cash (the ''Further Ernest Money'') to the Controlling Shareholder, the Potential Purchaser was granted an exclusive right to negotiate with the Controlling Shareholder in relation to the Possible Transaction during the Extended Exclusivity Period. For the avoidance of doubt, the Further Ernest Money is not refundable in any event, but in the event that the Definitive Agreement is entered into, the Further Ernest Money (together with the Ernest Money of HK$15,000,000 as disclosed in the Announcement) will be applied to settle part of the consideration for the sale and purchase of the Proposed Sale Interest under the Definitive Agreement.

Save for the aforementioned, all other terms of the MOU remain unchanged and all the respective obligations and undertakings of the parties under the MOU shall remain in full force and effect and, where expressly provided, be binding on the parties.

There is no assurance that the Possible Transaction will materialise or eventually be consummated. Shareholders and potential investors of the Company should be aware that the terms of the Possible Transaction are subject to further negotiations between the Controlling Shareholder and the Potential Purchaser, and the completion of the Possible Transaction is subject to the Definitive Agreement being entered into and the satisfaction (or, as the case may be, waiver) of such conditions precedent to completion as may be specified therein. The Possible Transaction and the possible general offer arising from the Possible Transaction may or may not proceed. Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the Shares of the Company and if they are in any doubt about their position, they should consult their professional adviser(s).

UPDATE ON THE NUMBER OF RELEVANT SECURITIES IN ISSUE

On 29 January 2016, a total of 36,000 Shares were allotted and issued to a grantee (who is a general staff member of the Company) of the share options (the ''Share Options'') granted pursuant to the share option scheme adopted by the shareholders of the Company on 16 May 2007, upon his exercise of the subscription rights attached to such Share Options.

Also, pursuant to the condition of grant of certain Share Options, a total of 46,000 Share Options entitling the grantee thereof to subscribe for a total of 46,000 Shares have lapsed on 31 January 2016.

Following the exercise and lapse of the Share Options as mentioned above, the Company has a total of 780,116,000 Shares in issue and outstanding Share Options entitling the holders thereof to subscribe for 10,021,000 new Shares. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue as at the date of this announcement.

DEALINGS DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code which includes, among others, any person who owns or controls 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or the Offeror) are reminded to disclose their dealings in the securities of the Company under Rule 22 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code in relation to the responsibilities of stockbrokers, banks and other intermediaries:

''Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates (including shareholders holding 5% of the relevant securities under class (6) of the definition of ''associate'') and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive (as defined in the Takeovers Code) in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive (as defined in the Takeovers Code) with relevant information as to those dealings, including identities of clients, as part of that co-operation.''

RESUMPTION OF TRADING OF SHARES

At the request of the Company, trading in the Shares had been halted on the Stock Exchange with effect from 9: 00 a.m. on Wednesday, 3 February 2016 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in its Shares with effect from 9: 00 a.m. on Thursday, 4 February 2016.

By Order of the Board

Ta Yang Group Holdings Limited Chan Oi Fat

Company Secretary

Hong Kong, 3 February 2016

As at the date hereof, the Board of the Company comprises four executive directors, namely Mr. Huang Sheng-Shun, Mr. Huang Te-Wei, Mr. Wong Tak Leung and Mr. Kwok Yiu Kai; one non-executive director, namely Mr. Wu Ih Chen; and four independent non-executive directors, namely Mr. Hsieh Yu, Professor Jou Yow-Jen, Mr. Yeung Chi Tat and Mr. Kirk Yang.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.