意见反馈

(1) RESUMPTION GUIDANCE; (2) QUARTERLY UPDATE ON RESUMPTION PROGRESS; AND (3) CONTINUED SUSPENSION OF TRADING

2024-06-28 00:00:00

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大洋集团控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1991) (1) RESUMPTION GUIDANCE; (2) QUARTERLY UPDATE ON RESUMPTION PROGRESS; AND (3) CONTINUED SUSPENSION OF TRADING This announcement is made by Ta Yang Group Holdings Limited (the “Company”) pursuant to Rule 13.09 and 13.24A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). References are made to the announcements of the Company (1) dated 2 April 2024 in relation to among others the delay in publication of the 2023 Annual Results and the commencement of the suspension of trading in the shares of the Company (the “Shares”); (2) dated 30 April 2024 in relation to among others the further delay in publication of the 2023 Annual Results and the delay in despatch of the 2023 Annual Report; (3) dated 31 May 2024 in relation to among others the further delay in publication of the 2023 Annual Results and the 2023 Annual Report; (4) dated 13 June 2024 in relation to among others the proposed removal of Elite Partners; and (5) dated 18 June 2024 in relation to among others the resignation of Elite Partners and the appointment of CL Partners (collectively the “Announcements”). Unless otherwise stated capitalised terms used herein shall have the same meanings as those defined in the Announcements.RESUMPTION GUIDANCE On 24 June 2024 the Company received a letter from the Stock Exchange setting out the following resumption guidance (the “Resumption Guidance”) for the resumption of trading of the Shares: (A) publish all outstanding financial results and address any audit modifications; (B) demonstrate the Company’s compliance with Rule 13.24 of the Listing Rule; and – 1 –(C) inform the market of all material information for the Company’s shareholders and other investors to appraise the Company’s position.The Stock Exchange requires the Company to meet all Resumption Guidance remedy the issues causing its trading suspension and fully comply with the Listing Rules to the Stock Exchange’s satisfaction before trading of the Shares is allowed to resume. For this purpose the Company has the primary responsibility to devise its action plan for resumption. The Stock Exchange further indicated that it may modify or supplement the Resumption Guidance if the Company’s situation changes.Under Rule 6.01A(1) of the Listing Rules the Stock Exchange may cancel the listing of any securities that have been suspended from trading for a continuous period of 18 months. In the case of the Company the 18-month period expires on 1 October 2025. If the Company fails to remedy the issues causing its trading suspension fulfill the Resumption Guidance and fully comply with the Listing Rules to the Stock Exchange’s satisfaction and resume trading of the Shares by 1 October 2025 the Listing Division will recommend the Listing Committee to proceed with the cancellation of the Company’s listing. Under Rules 6.01 and 6.10 of the Listing Rules the Stock Exchange also has the right to impose a shorter specific remedial period where appropriate.QUARTERLY UPDATE ON RESUMPTION PROGRESS The Company wish to update the shareholders and potential investors of the Company on the business operation status of the Group and the progress of the Company’s fulfilment of the Resumption Guidance as at the date of this announcement as summarized below: (A) Update on the publication of the 2023 Annual Results As disclosed in the announcement of the Company dated 18 June 2024 the Company has appointed CL Partners as the new auditor of the Company to fill the casual vacancy created by the resignation of Elite Partners and to complete the audit of the consolidated financial statements of the Company for the financial year ended 31 December 2023.CL Partners has immediately commenced the relevant audit procedures following its appointment. As at the date of this announcement to the best knowledge of the Board CL Partners has not raised any audit issues nor has it identified any abnormal issues during its audit process. Based on the current audit progress the Company expects that it would be able to publish the 2023 Annual Results on or before 31 August 2024. (B) Update on the business operations of the Group The Group is principally engaged in (i) the provision of international digital marketing services; (ii) the designing and manufacturing of silicone rubber products; (iii) the operation of retail business in the United Kingdom; and (iv) the provision of healthcare and hotel services.– 2 –To the best knowledge of the Board and based on its preliminary assessment as at the date of this announcement the suspension of trading of the Shares has not resulted in any significant adverse impact on the business operations of the Group in any material respect and the Group continues to carry on with its normal day-to-day operations.The Board will continue to assess and monitor the impact (if any) of the suspension of trading of the Shares on the operations and financial performance of the Group and make appropriate measures including publication of announcement(s) in relation to the business operations of the Group as and when appropriate. (C) Update on the resumption plan and progress The Company has been working closely with its professional advisers to comply with the Resumption Guidance and the Listing Rules. In particular the Company is prioritizing efforts to complete the audit procedures of the 2023 Annual Results and has assigned key management personnel of the Group to provide active support to CL Partners to facilitate the completion of the relevant audit procedures. The Company is taking all necessary steps to resolve the key issues causing the suspension in trading of the Shares and will seek to resume trading of the Shares as soon as possible.CONTINUED SUSPENSION OF TRADING Trading of the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 2 April 2024 and will continue to be suspended pending the publication of the 2023 Annual Results the fulfilment of the Resumption Guidance and the grant of approval of the Stock Exchange for the resumption of trading of the Shares. The Company will keep the Shareholders and potential investors informed of the latest progress as and when appropriate as well as announce quarterly updates on its development pursuant to Rule 13.24A of the Listing Rules.Shareholders and potential investors of the Company are advised to exercise due caution when dealing in the securities of the Company. When in doubt Shareholders and potential investors of the Company are advised to seek advice from professional or financial advisers.By order of the Board Ta Yang Group Holdings Limited Shi Qi Chairlady Hong Kong 28 June 2024 As at the date of this announcement the Board comprises three executive Directors namely Ms.Shi Qi Mr. Li Jiuhua and Mr. Gao Feng; three non-executive Directors namely Mr. Chan Tsun Hong Philip Mr. Gu Shixiang and Mr. Han Lei; and four independent non-executive Directors namely Mr. Chan Siu Tat Mr. Hu Jiangbing Ms. Wang Lina and Mr. Zheng Changxing.–3–