Man Sang International Limited — Proxy Solicitation & Information Statement 2014

Jun 30, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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Man Sang International Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 938)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of Man Sang International Limited (the ‘‘Company’’) will be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 25 July 2014 at 12:00 noon (or as soon as the annual general meeting of the Company shall have been concluded or adjourned) for the purposes of considering and, if thought fit, passing with or without amendments, the following resolutions:

SPECIAL RESOLUTION

‘‘THAT:

• (a) conditional upon compliance by the Company with all statutory requirements under section 46(2) of the Companies Act of Bermuda (as amended), with effect from the date of the passing of this resolution, the share premium account of the Company be reduced by the amount of HK$341,879,000, with the credit arising therefrom to be credited to the contributed surplus account of the Company (‘‘Share Premium Reduction’’); and

• (b) the board directors of the Company be and is hereby authorised generally to do all such acts and things which it may in its absolute discretion consider appropriate, necessary or desirable to implement and/or give effect to the Share Premium Reduction and/or the application of the credit which will be released thereby and/or any distribution (including a distribution in specie of any assets of the Company) to the members of the Company of any amounts standing to the credit of the contributed surplus account of the Company.’’

ORDINARY RESOLUTION

‘‘THAT the conditional adoption of the share option scheme (the ‘‘MSJ Share Option Scheme’’, the terms of which are contained in the document marked ‘‘A’’ produced to this meeting and for the purposes of identification signed by the Chairman thereof) of Man Sang Jewellery Holdings Limited (‘‘MSJ’’) by MSJ be and is hereby approved with such amendment(s) to the rules of the MSJ Share Option Scheme as the board of directors of the Company may in its absolute discretion considers to be appropriate, necessary or desirable to give effect to any requirements or requests of The Stock Exchange of Hong Kong Limited

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(the ‘‘Stock Exchange’’) or the Rules Governing the Listing of Securities on the Stock Exchange and MSJ and its board of directors be and are hereby respectively authorised to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the MSJ Share Option Scheme.’’

By Order of the Board Man Sang International Limited Leung Alex Company Secretary

Hong Kong, 30 June 2014

Notes:

• (1) At the special general meeting of the Company (‘‘SGM’’), the chairman of the SGM will put each of the above resolutions to be voted by way of a poll pursuant to the Listing Rules.

• (2) A member of the Company entitled to attend and vote at the SGM (or any adjournment thereof) is entitled to appoint another person as his/her/their proxy to attend and vote instead of him/her/them. A member who is the holder of two or more shares in the capital of the Company may appoint more than one proxy to attend and vote on the same occasion. A proxy need not be a member of the Company.

• (3) To be valid, the form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before time fixed for holding the SGM (or any adjournment thereof). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event the form of proxy shall be deemed to be revoked.

• (4) The register of members of the Company will be closed from Wednesday, 23 July 2014 to Friday, 25 July 2014 (both days inclusive), for the purpose of determining shareholders’ entitlement to attend and vote at the SGM, during which period, no transfer of shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 22 July 2014.

• (5) Where there are joint holders of any share in the Company, any one of such joint holders may vote at the SGM, either in person or by proxy, in respect of such share as if he/she/they were solely entitled thereto, but if more than one of such joint holders be present at the SGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of other holder(s) and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (6) As at the date of this notice, the executive directors of the Company are Mr. Cheng Tai Po (Deputy Chairman), Ms. Yan Sau Man, Amy and Ms. Cheng Ka Man, Carman; the non-executive director of the Company is Mr. Cheng Chung Hing (Chairman); whilst the independent non-executive directors of the Company are Mr. Fung Yat Sang, Mr. Kiu Wai Ming and Mr. Lau Chi Wah, Alex.

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