TA Yang : PLACING OF NEW SHARES UNDER GENERAL MANDATE

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Sole Placing Agent

Zhongtai International Securities Limited

On 16 August 2016, the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place up to 86,450,000 Placing Shares through the Placing Agent on a best effort basis, at a price of HK$1.31 per Placing Share to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties.

A maximum of 86,450,000 Placing Shares under the Placing represents (i) approximately 11.02% of the existing shares capital of the Company of 784,728,000 Shares as at the date of this announcement; and (ii) approximately 9.92% of the issued share capital of the Company of 871,178,000 Shares as enlarged by the allotment and issue of the Placing Shares, assuming no further change in the share capital structure of the Company from the date of this announcement and up to the Completion Date. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$8,645,000.

The Placing Price of HK$1.31 per Placing Share represents (i) a discount of approximately 9.03% over the closing price of HK$1.44 per Share as quoted on the Stock Exchange on 15 August 2016; and (ii) a discount of approximately 11.49% over the average closing price of approximately HK$1.48 per Share as quoted on the Stock Exchange for the last five trading days prior to and including 15 August 2016.

Completion is conditional upon the following conditions being fulfilled on or before the Long Stop Date:

• the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares.

• the compliance of any other requirements under the Listing Rules and Takeovers Code or otherwise of the Stock Exchange and/or the SFC which requires compliance in relation to the Placing and the issue of Placing Shares; and

• the obligation of the Placing Agent not having been terminated by the Placing Agent in accordance with the terms of this Placing Agreement.

The maximum gross proceeds and net proceeds from the Placing will be approximately HK$113.3 million and HK$111.9 million, respectively. The net proceeds from the Placing will be used for part funding of the Acquisition.

The Placing Shares will be issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM.

Shareholders and potential investors should note that the Completion is subject to fulfilment of conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

THE PLACING

On 16 August 2016, the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place up to 86,450,000 Placing Shares through the Placing Agent on a best effort basis, at a price of HK$1.31 per Placing Share to Placees who and whose ultimate beneficial owners are Independent Third Parties. Details of the Placing Agreement are set out below:

The placing agreement

Date

16 August 2016

Issuer

The Company

Placing Agent

The Placing Agent has conditionally agreed to place up to 86,450,000 Placing Shares on a best effort basis and will receive a placing commission of 1.2% of the amount that is equal to the Placing Price multiplied by the number of Placing Shares successfully placed by the Placing Agent on behalf of the Company. Such commission was arrived at after arm's length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to prevailing market rate. The Directors are of the view that the placing commission of 1.2% is fair and reasonable.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees

The Placing Agent will place the Placing Shares, on a best effort basis, to not less than six Placees who shall be professional, institutional or other investors who and whose ultimate beneficial owners are third parties independent of the Company and its connected persons at the Placing Price of HK$1.31 per Placing Share payable by cash. It is expected that none of the Placees will become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the Completion.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, all the Placees and each of their ultimate beneficial owners is Independent Third Parties as at the date of this announcement.

Number of Placing Shares

A maximum of 86,450,000 Placing Shares under the Placing representing (i) approximately 11.02% of the existing share capital of the Company of 784,728,000 Shares as at the date of this announcement; and (ii) approximately 9.92% of the issued share capital of the Company of 871,178,000 Shares as enlarged by the allotment and issue of the Placing Shares, assuming no further change in the share capital structure of the Company from the date of this announcement and up to the Completion. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$8,645,000.

Placing Price

The Placing Price of HK$1.31 per Placing Share represents (i) a discount of approximately 9.03% over the closing price of HK$1.44 per Share as quoted on the Stock Exchange on 15 August 2016; and (ii) a discount of approximately 11.49% over the average closing price of approximately HK$1.48 per Share as quoted on the Stock Exchange for the last five trading days prior to and including 15 August 2016.

The net placing price under the Placing is approximately HK$1.29 per Placing Share. The Directors consider that the Placing Price, which was agreed after arm's length negotiations between the Company and the Placing Agent with reference to current market price of the Shares, is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares.

General Mandate

The Placing Shares will be issued under the General Mandate to allot, issue and deal with new Shares granted to the Directors by a resolution of the Shareholders passed at the AGM subject to the limit of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorized to issue up to 156,016,000 new Shares. Up to the date of this announcement, no new Shares have been issued under the General Mandate and the General Mandate will be utilized up to approximately 55.41% upon full Placing of the Placing Shares.

The Placing is not subject to Shareholders' approval as the Placing Shares will be issued under the General Mandate.

Condition of the Placing

Completion is conditional upon the following conditions being fulfilled on or before the Long Stop Date:

• the Listing Committee of the Stock Exchange granting or agreeing to grant and not having withdrawn or revoked approval for the listing of, and permission to deal in, the Placing Shares;

• the compliance of any other requirements under the Listing Rules and Takeovers Code or otherwise of the Stock Exchange and/or the SFC which requires compliance in relation to the Placing and the issue of Placing Shares; and

• the obligation of the Placing Agent not having been terminated by the Placing Agent in accordance with the terms of this Placing Agreement.

If the foregoing conditions are not fulfilled by 4: 00 p.m. the Long Stop Date, all rights, obligations and liabilities of the Placing Agent and of the Company under the Placing Agreement in relation to the Placing shall cease and determine and neither party to the Placing Agreement shall have any claim against the others in respect of the Placing save for any antecedent breach and/or any rights or obligations which may have accrued under the Placing Agreement prior to such termination.

Application for listing

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.