TA Yang : UPDATE ON THE NUMBER OF RELEVANT SECURITIES IN ISSUE PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

E161596A_Ta Yang 1..3

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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)

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

This announcement is made by Ta Yang Group Holdings Limited (the ''Company'') pursuant to Rule 3.8 of the Takeovers Code.

Reference is made to the joint announcements of the Company dated 29 February 2016, 21 March 2016 and 6 April 2016, the announcements of the Company dated 14 March 2016 and 24 March 2016 (the ''Announcements'') relating to, among other things, acquisition of Shares in Ta Yang Group Holdings Limited by Lyton Maison Limited, and the mandatory unconditional cash offers by Haitong International Securities Company Limited on behalf of Lyton Maison Limited to acquire all the issued shares of and cancel all the outstanding options in Ta Yang Group Holdings Limited (other than those already owned or agreed to be acquired by Lyton Maison Limited and parties acting in concert with it) and update on the number of relevant securities in issue pursuant to Rule 3.8 of the Takeover Code. Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context requires otherwise.

UPDATE ON THE NUMBER OF RELEVANT SECURITIES IN ISSUE

On 13 April 2016, a total of 998,000 Shares were allotted and issued to grantees (who are directors and 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 their exercise of the subscription rights attached to such Share Options. Among the 998,000 Shares, 560,000 Shares and 146,000 Shares were subscribed by Mr. Huang Te-Wei, an executive director of the Company and Mr. Yeung Chi Tat, an independent non-executive director of the Company, respectively. The remaining Shares were subscribed by a general staff member of the Company.

Following the exercise of the Share Options as mentioned above, the Company has a total of 784,728,000 Shares in issue and outstanding Share Options entitling the holders thereof to subscribe for 5,409,000 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.''

Shareholders, Optionholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

Ta Yang Group Holdings Limited Chan Oi Fat

Company Secretary

Hong Kong, 13 April 2016

As at the date hereof, the Board of the Company comprises seven executive Directors, namely Ms. Shi Qi, Mr. Huang Sheng-Shun, Mr. Huang Te-Wei, Mr. Wong Tak Leung, Mr. Kwok Yiu Kai, Ms. Xu Chendi and Mr. Qiu Yonghao; three non-executive Directors, namely Mr. Gao Feng, Mr. Han Lei and 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.