MS Concept Limited — AGM Information 2019

Jun 5, 2019

MS CONCEPT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8447)

FORM OF PROXY

FOR USE IN CONNECTION WITH THE ANNUAL GENERAL MEETING TO BE HELD AT 7/F, NEXXUS BUILDING, 77 DES VOEUX ROAD CENTRAL, HONG KONG, ON TUESDAY, 9 JULY 2019 AT 11:00 A.M. OR AT THE ADJOURNMENT THEREOF

I/We, (Name)

of (Address) being the registered holder(s) of

(Note 1)

(Note 1)

(Note 2)

ordinary shares of HK$0.01 each in the share capital of MS Concept Limited (the ‘‘Company’’ and the ‘‘Shares’’, respectively), HEREBY APPOINT (Name)

of (Address) or failing him/her, the CHAIRMAN OF THE MEETING[(Note][3)] as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 9 July 2019 at 11:00 a.m. (the ‘‘2019 AGM’’) and at the adjournment thereof on any resolution or motion which will be proposed thereat. My/our proxy is authorised and instructed to vote as indicated[(Note][4)] in respect of the undermentioned resolutions:

		ORDINARY RESOLUTIONS*	ORDINARY RESOLUTIONS*	FOR (Note 4)	AGAINST (Note 4)
	1.	To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditors of the Company for the year ended 31 March 2019.
	2.	To declare a final dividend out of the share premium account of the Company of HK1.5 cents per Share in respect of the financial year ended 31 March 2019.
	3.	(a) To re-elect Ms. Kwong Man Yui as an executive director of the Company.
		(b) To re-elect Dr. Cheng Lee Lung as an independent non-executive director of the Company.
	4.	To authorise the board of directors of the Company (the ‘‘Board’’) to fix the remuneration of the directors of the Company (the ‘‘Directors’’) for the year ending 31 March 2020.
	5.	To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditors of the Company and authorise the Board to fix its remuneration.
	6.	To grant a general and an unconditional mandate to the Directors to allot, issue and otherwise deal with additional Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of the passing of this resolution.
	7.	To grant a general and an unconditional mandate to the Directors to repurchase Shares not exceeding 10% of the aggregate number of the issued Shares as at the date of the passing of this resolution.
	8.	Conditional upon the passing of resolutions numbered 6 and 7 set out in the notice convening th ‘‘Notice’’), to extend the general and unconditional mandate granted by resolution numbered 6 by Shares repurchased pursuant to the general and the unconditional mandate granted by resolution nu	e 2019 AGM (the adding thereto the mbered 7.
	For t ignatur	he full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular da e (Notes 5 and 6) Dated this	ted 6 June 2019. day of 2019

• For the full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 6 June 2019.

• Signature Dated this day of 2019 Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this proxy relates; if no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).

• 1. A member of the Company (the ‘‘Member’’) may appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its own choice. If such an appointment is made, please insert the name and address of the person appointed as proxy in the space provided. A proxy needs not be a Member but must attend the 2019 AGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.
• 1. RESOLUTION,IMPORTANT: IFPLEASEYOU WISHTICKTO(√) VOTETHE BOXFORMARKEDANY RESOLUTION,‘‘AGAINST’’PLEASE. Failure toTICKtick (a√)boxTHEwillBOXentitleMARKEDyour proxy‘‘FORto ’’cast. IFyourYOUvoteWISHat his/herTO VOTEdiscretionAGAINSTor abstainANY from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the 2019 AGM other than those referred to in the Notice. If you wish to vote part of your Shares for and part of your Shares against the relevant resolution in the poll, please insert the number of Shares in the relevant box.
• 1. The form of proxy must be signed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, must be either under its common seal or under the hand of an officer, attorney or other person authorised to sign on that behalf.
• 1. In the case of joint shareholders, the signature of any one shareholder will be sufficient but the names of all the joint shareholders should be stated. 7. Where there are joint holders of any Share, any one of such joint holders may vote at the 2019 AGM, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the 2019 AGM personally or by proxy, that one of such joint holders so present whose name stands first in the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect thereof.

• ServicesIn order Limited,to be valid,at Levelthis form22, Hopewellof proxyCentre,must be183completed,Queen’s RoadsignedEast,andHongdepositedKong attogetherthe Companywith a power’s HongofKongattorneybranchor othershareauthority,registrarifandany,transferunder whichoffice,itTricoris signedInvestor(or a certified copy thereof), not later than 48 hours before the time appointed for holding the 2019 AGM or the adjournment thereof. Completion and return of the form of proxy shall not preclude the Members from subsequently attending in person and voting at the 2019 AGM or the adjournment thereof, should they so wish, and in such event, the form of proxy shall be deemed to have been revoked.

• Any alteration made to this form of proxy must be initialled by the person who signs it. 10. The Company reserves its right to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered by the Company, at its absolute discretion, not material.

• A Member or his/her/its proxy should produce proof of identity when attending the 2019 AGM. If a corporate Member appoints its representative to attend the 2019 AGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend the 2019 AGM.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the ‘‘PDPO’’).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy. (iii) Your Personal Data will not be transferred to other third parties (other than the Company’s branch share registrar in Hong Kong) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency’s request and will be retained for such period as may be necessary for our verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.