MS Group Holdings Limited — Capital/Financing Update 2017

Sep 29, 2017

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.

This announcement is for information purposes only and does not constitute an offer to acquire, purchase or subscribe for the securities of the Company.

U-RIGHT INTERNATIONAL HOLDINGS LIMITED 佑 威 國 際 控 股 有 限 公 司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 00627)

(1) FURTHER DELAY IN DESPATCH OF CIRCULAR; AND

(2) SUPPLEMENTAL AGREEMENTS IN RELATION TO (A) VERY SUBSTANTIAL ACQUISITION; AND (B) VERY SUBSTANTIAL DISPOSALS

References are made to the announcements of U-RIGHT International Holdings Limited (the ‘‘Company’’) dated (i) 27 October 2015 in relation to, among other things, the Acquisition and the Disposals (the ‘‘Transaction Announcement ’ ‘); (ii) 15 February 2017 in relation to, among other things, the supplemental agreement to the Acquisition, the New Listing Application, the application for Whitewash Waiver, the Share Premium Reduction, the Name Change, the Share Placing, the CB Placing, the Disposals and the adoption of the Share Option Scheme (the ‘‘Whitewash Announcement’’); (iii) 23 February 2016, 29 July 2016, 28 October 2016 and 26 January 2017 in relation to, among other things, the Supplemental Agreements entered into between the Company and the Vendor to the amendment and supplement of certain terms of the SP Agreement; (iv) 30 June 2017 in relation to the further delay despatch of Circular and the entering into of the supplemental agreements in relation to the Acquisition and the Disposals (the ‘‘Further Delay Despatch Announcement’’); and (v) 28 July 2017 and 30 August 2017 in relation to the progress update of the Transactions (collectively, the ‘‘Announcements’’). Capitalised terms used in this application shall have the same meanings as those defined in the Announcements, unless the context requires otherwise.

• For identification purposes only

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(1) FURTHER DELAY IN DESPATCH OF CIRCULAR

As disclosed in the Further Delay Despatch Announcement, the Company expects to despatch the circular relating to, among other things, the Acquisition, the New Listing Application, the Share Premium Reduction, the Name Change, the Share Placing, the CB Placing, the Disposals and the adoption of the Share Option Scheme (the ‘‘Circular’’) to the Shareholders on or before 30 September 2017.

As additional time is required for the process required in connection with the New Listing Application and to finalise certain information of the Circular, including but not limited to, the financial information and the information of the valuation reports, it is expected that the despatch date of the Circular will be further postponed to a date falling on or before 31 October 2017. An application has been made by the Company to the Executive pursuant to Rule 8.2 of the Takeovers Code for the Executive’s consent to extend the latest date for despatch of the Circular to 31 October 2017, and the Executive has granted consent to such waiver application on 27 September 2017.

(2) SUPPLEMENTAL AGREEMENTS

A. Eighth supplemental agreement in relation to the Acquisition

Due to the further delay in despatch of the Circular as set out above, additional time is required for the fulfillment of the conditions precedent to the Acquisition, on 29 September 2017, the Company and the Vendor entered into a supplemental agreement (the ‘‘Eighth Supplemental Agreement’’) to extend the Long Stop Date from 29 September 2017 to 29 December 2017 (or such later date as the parties to the SP Agreement may agree in writing) (the ‘‘Further Extension of the Long Stop Date’’). In addition, pursuant to the Eighth Supplemental Agreement, among other things, certain terms and conditions under the SP Agreement have been amended as follows:

• (1) the condition precedent referred to in (h) under the sub-section headed ‘‘Conditions Precedent’’ (p. 14) in the Transaction Announcement was replaced with ‘‘the Company having obtained a valuation report on the properties of the Target Group as at 31 July 2017 (or any such other date as agreed by the Company and the Vendor) from a qualified valuer engaged by the Company and such valuation shall have no material adverse change in comparing the draft valuation report’’.

Save as disclosed above, all other terms and conditions of the SP Agreement remain unchanged and in full force and effect in all respects.

B. Supplemental agreement in relation to the disposals

As set out in the Whitewash Announcement, the completion of the Disposals, when materialised, are expected to take place simultaneously with or immediately after the SP Completion.

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As the Long Stop Date for the Acquisition has been extended to 29 December 2017 (or such later date as the parties to the SP Agreement may agree in writing), (i) the Company and the UR Purchaser have entered into a supplemental agreement on 29 September 2017 to extend the UR Disposal Long Stop Date to on or before noon of 29 December 2017 (or such later date as the parties may agree in writing); and (ii) the Company and the Alfreda Purchaser have entered into a supplemental agreement on 29 September 2017 to extend the Alfreda Disposal Long Stop Date to on or before noon of 29 December 2017 (or such later date as the parties may agree in writing).

Save as disclosed herein, all other terms and conditions of the UR Disposal Agreement and all other terms and conditions of the Alfreda Disposal Agreement remain unchanged and in full force and effect in all respects.

The Board considers that the terms of each of the Eighth Supplemental Agreement and the supplemental agreements in relation to the Disposals are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

WARNINGS

The Acquisition is subject to a number of conditions precedent in the SP Agreement, including but not limited to, the Listing Committee ’ s approval on the new listing application to be made by the Company, the Independent Shareholders ’ approval of the Whitewash Waiver, and is inter-conditional with the Share Placing and the Disposals which will be subject to a number of conditions, which may or may not be fulfilled. In addition, the Listing Committee ’ s approval on the new listing application to be made by the Company and the Whitewash Waiver may or may not be granted. As the Acquisition may or may not proceed, Shareholders and potential investors are advised to exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company.

The granting of the Whitewash Waiver is a non-waivable condition precedent to the SP Agreement. In the event that the Whitewash Waiver is not granted by the Executive or approved by the Independent Shareholders, the SP Agreement will not become unconditional and the Transactions will not proceed.

By Order of the Board

U-RIGHT International Holdings Limited TANG Kwok Hung Executive Director

Hong Kong, 29 September 2017

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. TANG Kwok Hung and Mr. NG Cheuk Fan, Keith and three independent non-executive Directors, namely Mr. XIE Tom, Mr. MAK Ka Wing, Patrick and Mr. CHAN Chi Yuen.

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The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement contained in this announcement misleading.

The English text of this announcement shall prevail over its Chinese text.

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