MS Group Holdings Limited — M&A Activity 2015

Nov 13, 2015

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.

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) ANNOUNCEMENT FILING OF NEW LISTING APPLICATION IN RELATION TO VERY SUBSTANTIAL ACQUISITION AND REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION; AND (2) CLARIFICATIONS

Reference is made to the announcement issued by U-RIGHT International Holdings Limited (the ‘‘Company’’) dated 27 October 2015 (the ‘‘Announcement’’) in relation to, among other things, the Acquisition. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

FILING OF NEW LISTING APPLICATION

As disclosed in the Announcement, the Acquisition constitutes a very substantial acquisition for the Company under Rule 14.06(5) of the Listing Rules and a reverse takeover for the Company under Rule 14.06(6)(a) of the Listing Rules. Accordingly, the Company is being treated as if it were a new listing applicant under Rule 14.54 of the Listing Rules. The Acquisition is therefore subject to the approval of the Listing Committee for the new listing application of the Company (the ‘‘New Listing Application’’).

The Board is pleased to announce that the Company has filed the New Listing Application with the Stock Exchange on 13 November 2015.

The Acquisition is subject to a number of conditions precedents in the SP Agreement (as amended and supplemented by the Supplemental Agreement), and is interconditional with the Share Placing and the CB Placing which will be subject to a number of conditions, which may or may not be fulfilled. In addition, the Listing

• For identification purposes only

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Committee ’ s approval on the New Listing Application 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.

CLARIFICATIONS

Due to inadvertent oversight, the Company would like to clarify the followings:

• (i) on page 15 of the Announcement, under the section headed ‘‘Share Placing and CB Placing’’, it stated that ‘‘the net proceeds from the Disposals in the amount of approximately HK$83.08 million’’ should be stated as ‘‘the net proceeds from the Disposals in the amount of approximately HK$80.38 million’’; and

• (ii) on page 22 of the Announcement under the section headed ‘‘Shareholding Structure of the Target Group’’, the shareholdings of Mr. Pan, the Vendor, Advance Lead International Limited and public shareholders on the Company should be approximately 0.02%, approximately 29.97%, approximately 16.78% and approximately 53.23% respectively.

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Set out below is the correct shareholding structure of the Target Group upon SP Completion (i.e. immediately after the issue of the Consideration Shares and the new Shares under the Share Placing (assuming placed in full) but before the conversion of the Consideration CBs and the Convertible Bonds):

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----- Start of picture text ----- Mr. Pan0.02% (Note 4)100%Advance LeadVendor PublicInternational Limited29.97% 16.78% 53.23%The Company100%Target CompanyOffshore100%OnshoreFuzhou Fullsun Group100%Hunan Fujian FujianBoshi Zhuhai SichuanFullsun Fullsun FullsunCapital Oriental TrustGroup Investment Men Cheung49% 49% 49.15%(Note 1) (Note 2) (Note 3)51% 100% 51% 50.85%Hunan Hunan Hunan HunanZhonglv Weilong Fullsun Longxiang100%HunanShengran----- End of picture text -----

Notes:

1. Pursuant to a financing arrangement, 49% interest in Hunan Zhonglv is registered under the name of Boshi Capital Management Co., Ltd.* (博時資本管理有限公司), an Independent Third Party.

2. Pursuant to a financing arrangement, 49% interest in Hunan Fullsun is registered under the name of Zhuhai Oriental Huixiang Investment Management Center LLP.* (珠海東方暉祥投資管理中心(有限合 伙)), an Independent Third Party.

3. Pursuant to a trust financing arrangement, 49.15% interest in Hunan Longxiang is registered under the name of Sichuan Trust Co., Ltd.* (四川信托有限公司), an Independent Third Party.

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1. 1,080,000 Shares are directly held by Mr. Pan, the ultimate beneficial owner of the Vendor, as at the date of this announcement.

2. The above figures are approximately only.

Save for the above clarifications, all other information in the Announcement remains unchanged.

By Order of the Board U-RIGHT International Holdings Limited TANG Kwok Hung Executive Director

Hong Kong, 13 November 2015

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.

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

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