MS Group Holdings Limited — Proxy Solicitation & Information Statement 2007

Mar 20, 2007

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

(Incorporated in Bermuda with limited liability)

(Stock code: 627)

PROXY FORM

Form of proxy for use by shareholders at the special general meeting of U-RIGHT INTERNATIONAL HOLDINGS LIMITED to be held at Montparnasses Room I-II, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong, on Wednesday, 11 April 2007 at 10:00 a.m.

I/We [(note a)] of being the holder(s) of shares [(note b)] of HK$0.10 each in the share

capital of U-RIGHT INTERNATIONAL HOLDINGS LIMITED (the “ Company ”) hereby appoint the Chairman of the Meeting or of

to act as my/our proxy [(note c)] at the special general meeting of the Company (the “SGM”) to be held at Montparnasses Room I-II, 2/F, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong, on Wednesday, 11 April 2007 at 10:00 a.m. and at any adjournment thereof and to vote for me/us and in my/our name(s) in respect of the resolutions as indicated.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll [(note d)] .

		FOR	AGAINST
1.	To grant a general mandate to the directors of the Company to allot, issue and deal with
	additional shares of the Company not exceeding 20 per cent of the aggregate nominal amount
	of the share capital of the Company in issue as at the date of the passing of this resolution.
2.	To extend the general mandate granted to the directors of the Company under ordinary
	resolution no. 1 by the nominal amount of the issued shares repurchased by the Company.
3.	To re-elect Mr. Leung Siu Kan, Stephen as director of the Company.

Dated the

day of

2007 [(notes e, f, g and h)]

Signature:

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

• b Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

• c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the SGM provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• d If you wish to vote for any of the resolutions set out above, please tick (“ ”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“ ”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the SGM or any adjourned meeting.

• h Any alteration made to this form should be initialled by the person who signs the form.

• i The proxy need not be a member of the Company but must attend the SGM in person to represent you.

• j Completion and delivery of the form of proxy wil not preclude you from attending and voting at the SGM if you so wish.

* For identification purpose only