MS Concept Limited — Proxy Solicitation & Information Statement 2019

Dec 4, 2019

MS CONCEPT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8447)

FORM OF PROXY

FOR USE IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING TO BE HELD AT MEETING ROOM 1–3, LEVEL 4, CYBERPORT 1, 100 CYBERPORT ROAD, HONG KONG ON MONDAY, 23 DECEMBER 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 extraordinary general meeting of the Company to be held at Meeting Room 1–3, Level 4, Cyberport 1, 100 Cyberport Road, Hong Kong on Monday, 23 December 2019 at 11:00 a.m. (the ‘‘EGM’’) 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 under-mentioned resolution:

	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
	1.	‘‘THAT: (a) the execution of the 2019 Master Supply Agreement and its proposed annual caps (as defined and described in the Circular) be and are hereby confirmed and approved and the transactions contemplated hereunder be and are hereby approved; and (b) any one or more executive Directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents (including under the seal of the Company), and to take all such steps which in their opinion may be necessary appropriate, desirable or expedient for the purpose of giving effect to the 2019 Master Supply Agreement and its proposed annual caps and completing the transactions contemplated thereby.’’

• For the full text of the proposed resolution, please refer to the Notice as contained in the Company’s circular dated 5 December 2019.

• Signature (Notes 5 and 6) 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 EGM in person to represent you. If more than one proxy is appointed, the original form of proxy may be photocopied for use.
• 1. IMPORTANT:AGAINST THEIFPROPOSEDYOU WISHRESOLUTION,TO VOTE FORPLEASETHE TICKPROPOSED(P) THERESOLUTION,BOX MARKEDPLEASE‘‘AGAINSTTICK’’.(FailureP) THEto BOXtick aMARKEDbox will entitle‘‘FORyour’’. IFproxyYOUtoWISHcast yourTO voteVOTEat his/her discretion or abstain from voting. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM 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.

• 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.

• Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, 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 EGM 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.

• InServicesorder toLimitedbe valid,at Levelthis form54, Hopewellof proxy Centre,must be183completed,Queen’s RoadsignedEast,and HongdepositedKongattogetherthe Companywith a’spowerbranchofshareattorneyregistraror otherandauthority,transfer officeif any,inunderHongwhichKong,itTricoris signedInvestor(or a certified copy thereof), not later than 48 hours before the time appointed for holding the EGM 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 EGM 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.

• 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 EGM. If a corporate Member appoints its representative to attend the EGM, 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 EGM.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘‘‘PDPOPersonal’’). 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

• (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) doYourso Personalby law, forDataexample,will notinberesponsetransferredto atocourtotherorderthirdorpartiesa law(otherenforcementthan theagencyCompany’s request’s branchand sharewill beregistrarretainedandfortransfersuch periodofficeasinmayHongbeKong)necessaryunlessforitouris averificationrequirementandto record purposes.

• (iv) toYouthehavePersonalthe rightDatatoPrivacyrequest Officeraccess toof and/orTricor correctionInvestor Servicesof your LimitedPersonalatDataLevelin 54,accordanceHopewellwithCentre,the provisions183 Queenof’stheRoadPDPO.East,AnyHongsuchKong.request should be in writing addressed