Ta Yang : TERMINATION OF A MAJOR TRANSACTION DISPOSAL OF 100% EQUITY INTEREST IN TARGET COMPANY

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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)

TERMINATION OF A MAJOR TRANSACTION

DISPOSAL OF 100% EQUITY INTEREST IN TARGET COMPANY

Reference is made to the announcement of Ta Yang Group Holdings Limited (the "Company") dated 12 May 2020, 15 May 2020, 22 June 2020 and 14 August 2020 in relation to the proposed disposal of the entire equity interest in the Target Company (the "Announcements"). Unless otherwise defined, the capitalised terms used herein shall have the same meanings as defined in the Announcements.

On 9 September 2020, 大洋(海南)健康產業發展有限公司 (Ta Yang Medical Investment

Limited*) (the "Vendor"), a wholly-owned subsidiary of the Company, and 三亞德佑房 地產投資服務有限公司 (Sanya Deyoo Real Estate Investment Services Limited*) (the

"Purchaser") entered into a termination agreement (the "Termination Agreement") to terminate the Agreement with immediate effect, pursuant to which (i) no parties shall have claims against the other in respect of the matters in connection with the Agreement; and (ii) the Vendor shall refund the first instalment in an amount of RMB6,000,000(without interest) to the Purchaser on or before 19 September 2020.

As disclosed in the Announcements, the completion of the Disposal is conditional upon certain conditions precedent being fulfilled and the completion should have taken place within 90 days from the date of the Agreement becoming effective.

In contemplation of the Disposal, the Company has arranged the Vendor to the transfer its 100% interest in Huarong VC Fund to another member of the Group (the "Intra-groupReorganisation"). After the completion of the Intra-group Reorganisation, given that the Disposal will not proceed, each of the Target Company, Huarong VC Fund and Tayang Tongchuang continues to remain as wholly-owned subsidiaries of the Company.

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As at the date of this announcement, save for the aforementioned Intra-group Reorganisation, none of the conditions have been fulfilled. Further, it is expected the time required for obtaining the written approval from the lender of the Loan relating to the Properties, which is one of the conditions precedent set out in the Agreement, takes longer than originally expected by the parties. In light of the delay and the uncertainties of the timetable, the parties mutually agree to terminate the Agreement.

As a result, the Disposal would not proceed and no circular will be despatched to the Shareholders.

The Board is of the view that the entering into of the Termination Agreement is in the best interest of the Company and its Shareholders and the Group will continue to seek other opportunities to realise the value in the Properties.

By order of the Board

Ta Yang Group Holdings Limited

Shi Qi

Chairlady

Chengdu, 9 September 2020

As at the date this announcement, the Board comprises five executive Directors, namely Ms. Shi Qi, Mr. Liu Wengang, Mr. Yin Zhiqiang, Mr. Gao Feng and Mr. Cheng Hong; two non-executive Directors, namely, Mr. Han Lei and Mr. Chan Tsun Hong Philip; and five independent non-executive Directors, namely Mr. Lin Bing, Mr. Liu Gang, Ms. Zhang Lijuan, Mr. Hu Jiangbing and Ms. Wang Lina.

*  for identification purpose only

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