MS Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Aug 25, 2011

U-RIGHT INTERNATIONAL HOLDINGS LIMITED

**(Provisional Liquidators Appointed) 佑威國際控股有限公司 ***

(已委任臨時清盤人)

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

Form of proxy for use by shareholders at the special general meeting (the “Meeting”) to be convened at Room 704, 3 Lockhart Road, Wanchai, Hong Kong on Monday, 19 September 2011 at 10:00 a.m.

I/We[1]

of

being the registered holder(s) of[2] ordinary shares of nominal value of HK$0.1 each in the share capital of U-RIGHT International Holdings Limited (Provisional Liquidators Appointed) (the “Company”) HEREBY APPOINT[3] the Chairman of the Meeting

or

of as my/our proxy to attend for me/us at the Meeting (and any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolution as set out in the notice[10] convening the Meeting and at the Meeting to vote on behalf of me/us and in my name/our names in respect of the resolution as indicated under.

Ordinary resolution For[4] Against[4] To approve, confirm and ratify the sale and purchase agreement dated 9 August 2010, as amended and supplemented by the supplemental agreements dated 31 December 2010 and 4 April 2011 (collectively, the “Agreements”), and entered into between Right Season Limited (the “Purchaser”) as the purchaser (an indirectly wholly-owned subsidiary of the Company) and Mr. Tse Ho Ming as the vendor (a copy of which have been produced to the Meeting and marked “A” and signed by the Chairman of the Meeting for the purpose of identification) pursuant to which the Purchaser shall acquire the entire issued share capital of Sino Hill Group Limited in consideration of HK$40,000,000 to be satisfied as to HK$20,000,000 in cash and as to the balance of HK$20,000,000 by the issue of a promissory note subject to and upon the terms and conditions contained in the Agreements and the transactions contemplated thereunder; and to authorize any directors of the Company and the joint and several Provisional Liquidators of the Company appointed pursuant to an order dated 6 October 2008 made by the Deputy High Court Judge Au of the Court of First Instance of the High Court of Hong Kong to do on behalf of the Company all such acts, deeds and things and to effect all necessary actions as they may consider necessary, desirable or expedient in order to effect, implement, amend and complete the Agreements and the transactions contemplated thereunder. Signature Date , 2011

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

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

3. If any proxy other than the chairman of the Meeting is preferred, please strike out “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion on the resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.

5. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. Any corporation which is a shareholder of the Company may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its corporate representative or representatives provided that if more than one person is so authorised, the authority shall specify the number and class of shares held by the relevant shareholder in respect of which each such person is authorised to act as corporate representative.

6. Where there are joint holders of any share(s) of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holders.

7. This form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

8. This form of proxy and (if required by the board of directors) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be delivered to the branch share registrar of the Company, Tricor Tengis Limited, at 26th floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment. Delivery of this form of proxy shall not preclude a member of the Company from attending and voting at the Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

9. Pursuant to Rule 13.39(4) of the Listing Rules, all the resolutions put to vote by shareholders at the Meeting shall be taken by a poll. The Chairman of the Meeting will demand all resolutions to be taken by poll under Bye-law 66(a) of the Company.

10. The complete version of the resolution and further details in relation thereto are set out in the circular and the notice of the Meeting of the Company both dated 25 August 2011. Copies of which may be found on the website of the Stock Exchange at www.hkex.com.hk under “Latest Listed Companies Information”.

* For identification purposes only