MS Group Holdings Limited — Proxy Solicitation & Information Statement 2005

Jun 10, 2005

U-RIGHT INTERNATIONAL HOLDINGS LIMITED 佑威國際控股有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 627) (Warrant Code: 2367)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the above mentioned company (the “Company”) will be held at Montparnasses Room I-II, 2/F, Regal Kowloon Hotel, Hong Kong, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong on 28 June 2005 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the authorised share capital of the Company be and is hereby increased from HK$200,000,000 divided into 2,000,000,000 shares of HK$0.10 each to HK$500,000,000 by the creation of an additional 3,000,000,000 shares of HK$0.10 each.”

2. “ THAT subject to the passing of resolution numbered 1 above, in pursuant to note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers, a waiver be and is hereby granted to ACE Target Inc. (the “Underwriter”) and parties acting in concert with it from the obligation to make a mandatory general offer for all the issued shares of the Company not already held by or to be allotted and issued to the Underwriter or parties acting in concert with it as a result of the Underwriter or such parties subscribing for or being allotted with any of the Offer Shares (as defined in the circular of the Company dated 10 June 2005) pursuant to the Open Offer (as defined in the circular of the Company dated 10 June 2005) as described in the circular of the Company dated 10 June, 2005.”

By order of the Board U-RIGHT International Holdings Limited Leung Ngok Chairman

Hong Kong, 10 June 2005

Principal office: 32nd Floor, Billion Plaza

8 Cheung Yue Street Cheung Sha Wan Kowloon Hong Kong

– 1 –

Notes :

• (1) Any member entitled to attend and vote at the special general meeting of the Company (the “ SGM ”) is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the meeting is enclosed herewith.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the Company’s branch share registrar in Hong Kong, Tengis Limited, at Ground Floor, Bank of East Asia Centre, 56 Gloucester Road, Wanchai, Hong Kong, not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the SGM or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in personal or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting in personal or by proxy, that the vote of one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

As at the date of this announcement, Mr. Leung Ngok, Mr. Leung Shing and Mr. Lee Ka Yiu, Andy are the executive directors of the Company and Mr. Wong Kong Hon, Mr. Jia Luqiao and Mr. Wong Kai Cheong are the independent non-executive directors of the Company.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, 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 statements in this announcement misleading.

• For identification only

Please also refer to the published version of this announcement in The Standard.

– 2 –