MS Group Holdings Limited — Proxy Solicitation & Information Statement 2013

Jul 26, 2013

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.

==> picture [38 x 41] intentionally omitted <==

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)

(1) ADOPTION OF NEW BYE-LAWS; (2) BOOK CLOSURE PERIOD AND RECORD DATE; AND

(3) NOTICE OF SGM

ADOPTION OF NEW BYE-LAWS

This announcement is made by U-RIGHT International Holdings Limited (Provisional Liquidators Appointed) (the “ Company ”) pursuant to rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The existing bye-laws of the Company (the “ Bye-laws ”) were adopted in 2000 and have not been amended since 2006. Since then, there have been various amendments in applicable laws and regulations including the Listing Rules and changes in market practice. It is now proposed for the Company to adopt the new bye-laws (the “ New Bye-laws ”) proposed to be adopted in the special general meeting (the “ SGM ”) of the Company to be held on 19 August 2013 to reflect the latest amendments to the Listing Rules which became effective on 1 January 2012, 1 April 2012 and 1 January 2013 and the Companies Act 1981 of Bermuda which came into effect on 18 December 2011. As the amendments to the existing Bye-laws are substantial, it is proposed that the New Bye-laws, which complies with all current applicable laws and regulations, be adopted in substitution for and to the exclusion of the existing Bye-laws instead of amending the existing Bye-laws on a piecemeal basis, which may lead to confusion and complication in the future. The board (the “ Board ”) of directors (the “ Directors ”) of the Company will seek the approval of the shareholders (the “ Shareholders ”) of the Company by way of passing a special resolution at the SGM to adopt the New Bye-laws in substitution for and to the exclusion of the existing Bye-laws. A summary of the principal provisions of the New Bye-laws is set out in Appendix IV to the circular of the Company dated 26 July 2013 (the “ Circular ”). The major changes brought about by the New Bye-laws are summarised as follows:

1

• (a) any Director appointed by the Board to fill a casual vacancy shall hold office only until the next following annual general meeting of the Company;

• (b) all resolutions at general meetings of the Company shall be decided by poll other than resolution which relates purely to a procedural or administrative matter as may be permitted under the Listing Rules to be voted by a show of hands;

• (c) an annual general meeting shall be called by written notice of not less than 21 clear days and not less than 20 clear business days, any special general meeting called for the passing of a special resolution shall be called by written notice of not less than 21 clear days and not less than 10 clear business days, all other meetings may be called by written notice of not less than 14 clear days and not less than 10 clear business days;

• (d) no longer permit a Director to disregard 5% interests when considering whether the Director has a material interest which would prevent him from forming part of the quorum or voting at a board meeting; and

• (e) if a substantial shareholder or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter shall be dealt with by a physical board meeting rather than a written resolution.

Shareholders are advised that the New Bye-laws are available only in English and the Chinese translation of the New Bye-laws provided in Appendix IV to the Circular is for reference only. In case of any inconsistency, the English version shall prevail.

BOOK CLOSURE PERIOD AND RECORD DATE

The Board further announces that in order to determine the list of Shareholders who will be entitled to attend and vote at the SGM held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong on Monday, 19 August 2013 at 10:00 a.m., the register of members of the Company will be closed from Friday, 16 August 2013 to Monday, 19 August 2013 (both days inclusive) during which period no transfer of shares of the Company will be registered.

Shareholders whose names appear on the register of members of the Company on the date of the SGM, i.e. Monday, 19 August 2013, shall be entitled to attend and vote at the SGM. In order for the Shareholders to qualify for attending and voting at the SGM, unregistered Shareholders should ensure that all the share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 15 August 2013. Shareholders registered as at the record date will be entitled to attend and vote at the SGM.

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ Meeting ”) of U-RIGHT International Holdings Limited (Provisional Liquidators Appointed) (the “ Company ”) will be held at Room 704, 3 Lockhart Road, Wanchai, Hong Kong on Monday, 19 August 2013, at 10:00 am for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions of the Company:

2

The Capital Restructuring

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

“ THAT subject to resolutions numbered 2, 3 and 6 as set out in this notice of the Meeting (the “ Notice ”) having been passed and subject to (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, all the New Shares (as defined below) either unconditionally or subject to such conditions as may be required by the Stock Exchange and (ii) compliance by the Company with the requirements of section 46 of the Companies Act 1981 of Bermuda (as amended) (the “ Bermuda Companies Act ”):

• (a) every one hundred existing issued shares of the Company with par value of HK$0.10 each (each a “ Share ”) in the issued share capital of the Company be consolidated into one consolidated share with par value of HK$10.00 each (each a “ Consolidated Share ”) in the issued share capital of the Company (the “ Share Consolidation ”) and the directors (the “ Directors ”) and the provisional liquidators (the “ Provisional Liquidators ”) of the Company be authorized to aggregate and sell any fractional entitlements arising from the Share Consolidation in the form of New Shares (as defined below) for the benefit of the Company in such manner and on such terms as the Directors and the Provisional Liquidators may think fit;

• (b) immediately following the Share Consolidation and the aggregation of fractional entitlements, the paid-up capital of each Consolidated Share be reduced from HK$10.00 to HK$0.01 by cancelling HK$9.99 of the paid-up or credited as paid up capital on each Consolidated Share such that the par value of each of the Consolidated Shares be reduced from HK$10.00 to HK$0.01 (the “ Capital Reduction ”) to create an ordinary share with par value of HK$0.01 credited as fully paid up (each a “ New Share ”);

• (c) immediately following the Capital Reduction, each of the authorized but unissued Shares be subdivided into ten subdivided shares of HK$0.01 each (the “ Share Subdivision ”), and for the avoidance of doubt, the authorized share capital of the Company will be HK$500,000,000 comprising 50,000,000,000 New Shares of which up to 35,693,649 New Shares will be in issue;

• (d) all of the New Shares resulting from the Share Consolidation, Capital Reduction and Share Subdivision shall rank pari passu in all respects and have the rights and privileges and be subject to the restrictions contained in the memorandum of association and byelaws of the Company (the “ Bye-laws ”);

• (e) the amount of credit arising from the Capital Reduction, following the Capital Restructuring becoming effective, be applied in such manner as permitted by the Bermuda Companies Act, the Bye-laws and all applicable laws, including but not limited to eliminating part of the outstanding accumulated loss of the Company and the crediting of any balance to the contributed surplus account of the Company (the “ Authorization ”); and

3

• (f) the Provisional Liquidators and the Directors be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Share Consolidation, the Capital Reduction, the Share Subdivision and the Authorization and the transactions contemplated respectively thereunder (collectively as the “ Capital Restructuring ”).”

The Open Offer

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to resolutions numbered 1, 3, 4 and 6 as set out in the Notice having been passed, and subject to the fulfillment of all the conditions precedent set out in the underwriting agreement dated 9 July 2013 (the “ Underwriting Agreement ”, a copy of which marked “ UA ” has been produced to the Meeting and signed by the chairman of the Meeting for identification purpose) and entered into between the Company, the Provisional Liquidators and Pacific Foundation Securities Limited as the underwriter (the “ Underwriter ”):

• (a) the issue by way of an open offer (the “ Open Offer ”) of 178,468,245 New Shares (the “ Offer Shares ”) at the offer price of HK$0.15 per Offer Share (the “ Offer Price ”) in the proportion of five Offer Shares for every one New Share (equivalent to one Offer Share for every twenty existing Shares) to the qualifying shareholders of the Company (the “ Qualifying Shareholders ”) whose names appear on the register of members of the Company on such date and time as the Company, the Provisional Liquidators and the Underwriter may agree to be the record date of such Open Offer (the “ Record Date ”), other than those shareholders of the Company whose addresses on the register of members of the Company are in a place outside Hong Kong on the Record Date where, the Directors and the Provisional Liquidators, after making enquiries, are of the opinion that it would be unduly burdensome to, or consider it necessary or expedient on account either of legal restrictions under the laws of the relevant overseas places or the requirements of the relevant regulatory bodies or stock exchanges in those places not to offer the Offer Shares to them (the “ Excluded Shareholders ”) be and are hereby approved, confirmed and ratified, and that the Open Offer shall not be extended to the Excluded Shareholders and their Offer Shares shall be taken up by the Underwriter, be and are hereby approved, confirmed and ratified;

• (b) the entering into of the Underwriting Agreement by the Company and the Provisional Liquidators and the performance of the transactions contemplated thereunder by the Company and the Provisional Liquidators be and are hereby approved, confirmed and ratified and the Directors and the Provisional Liquidators be and are hereby authorized to make such exclusions or other arrangements as they may, in their absolute discretion, consider necessary, desirable or expedient, in relation to the Excluded Shareholders, the treatment on fractional entitlements, the absence for application by the Qualifying Shareholders in excess of their entitlements, and the underwriting of the Offer Shares by the Underwriter;

4

• (c) the Directors and the Provisional Liquidators be and are hereby authorized to allot and issue the Offer Shares pursuant to and in connection with the Open Offer; and

• (d) the Directors and the Provisional Liquidators be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Underwriting Agreement and the Open Offer and the transactions contemplated thereunder.”

The Subscription

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to resolutions numbered 1, 2, 4 to 6 as set out in the Notice having been passed, and subject to the fulfillment of all the conditions precedent set out in the subscription agreement dated 9 July 2013 (the “ Subscription Agreement ”) (a copy of which marked “ SA ” has been produced to the Meeting and signed by the chairman of the Meeting for identification purpose) entered into between the Company, the Provisional Liquidators and Advance Lead International Limited (the “ Investor ”):

• (a) the subscription (the “ Subscription ”) by the Investor of 970,000,000 New Shares (the “ Subscription Shares ”) at the subscription price of HK$0.15 each (the “ Subscription Price ”) pursuant to the terms of the Subscription Agreement be and are hereby approved, confirmed and ratified;

• (b) the entering into of the Subscription Agreement by the Company and the Provisional Liquidators and the performance of the transactions contemplated thereunder by the Company and the Provisional Liquidators be and are hereby approved, confirmed and ratified;

• (c) subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares either unconditionally or subject to such conditions as may be required by the Stock Exchange, the Directors and the Provisional Liquidators be and are hereby authorized to allot and issue the Subscription Shares at the Subscription Price to the Investor; and

• (d) the Directors and the Provisional Liquidators be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Subscription Agreement and the Subscription and the transactions contemplated thereunder.”

5

The Bonus Issue

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to resolutions numbered 1-3 and 6 as set out in the Notice having been passed, and subject to (i) the Subscription and the Open Offer becoming unconditional (other than the conditions precedent to the Subscription and the Open Offer in relation to the Bonus Issue becoming unconditional); (ii) the Capital Restructuring becoming effective; and (iii) the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares:

• (a) a bonus issue in the proportion of two New Shares (the “ Bonus Shares ”) for every one New Share (equivalent to one New Share for every fifty existing Shares) be made, such Bonus Shares be issued to the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date to the Open Offer (the “ Bonus Issue ”);

• (b) part of the net proceeds to be raised from the Open Offer and credited to the share premium account up to the sum of HK$713,872.98 (or such sum as may be necessary to give effect to the Bonus Issue) be applied in paying up in full at par the Bonus Shares such that the Bonus Shares will be allotted, issued and credited as fully paid;

• (c) the Directors and the Provisional Liquidators be and are hereby authorized to make such exclusions or other arrangements as they may, in their absolute discretion, consider necessary, desirable or expedient, in relation to the Excluded Shareholders and the treatment on fractional entitlements under the Bonus Issue;

• (d) subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares either unconditionally or subject to such conditions as may be required by the Stock Exchange, the Directors and the Provisional Liquidators be and are hereby authorized to allot and issue the Bonus Shares pursuant to and in connection with the Bonus Issue; and

• (e) the Directors and the Provisional Liquidators be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Bonus Issue and the transactions contemplated thereunder.”

6

The Whitewash Waiver

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to resolutions numbered 1-4 and 6 as set out in the Notice having been passed, the waiver (the “ Whitewash Waiver ”) granted or to be granted by the Executive Director (including his delegates) of the Corporate Finance Division (the “ Executive ”) of the Securities and Futures Commission of Hong Kong (the “ SFC ”) pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”) waiving any obligation (either unconditionally or subject to such conditions as may be required by the SFC) on the part of the Investor, its ultimate beneficial owners and parties acting in concert with it, to make a mandatory general offer for all the New Shares not already owned by them or agreed to be acquired by any of them arising from the Subscription, be and is hereby approved and the Directors and the Provisional Liquidators be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Whitewash Waiver and the transactions contemplated thereunder.”

The Debt Restructuring and the Special Deals

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to resolutions numbered 1 to 5 having been passed and the Executive granting consent pursuant to Rule 25 of the Takeovers Code (either unconditionally or subject to such conditions as may be required by the Executive):

• (a) the settlement of the indebtedness and liabilities (the “ Settlement ”) due by the Company to any person, firm or company to whom the Company owes any indebtedness and liabilities (including but not limited to the Existing Convertibles (as defined below) and any guarantee or indemnity given by the Company but other than the Working Capital Loans (as defined below) (the “ Creditors ”) under the Scheme (as defined below), some of whom are also shareholders of the Company (the “ Interested Shareholders ”) on the Effective Date (as defined below) by way of (i) cash and cash equivalent of the Company as of the Effective Date of approximately HK$7 million; (ii) cash payment of HK$50,000,000 which will be funded out of the proceeds of the Subscription; (iii) the allotment and issue of 66,133,333 New Shares (the “ Creditor Shares ”) (representing approximately 5% of the enlarged issued share capital of the Company following the allotment and issue of the Offer Shares, the Subscription Shares, the Bonus Shares and the Creditor Shares by the Company) credited as fully paid to the SchemeCo (as defined below) upon completion of the Capital Restructuring and the Subscription; (iv) the transfer of the issued Shares of Excluded Subsidiaries (as defined below) to SchemeCo at a nominal consideration of HK$1 pursuant to the terms of the Scheme (the “ Disposal ”, together with the Settlement as the “ Special Deals ”) upon completion of the Capital Restructuring and the Subscription; and (v) to the extent not already mentioned above the Excluded Items be and are hereby approved, confirmed and ratified;

7

• (b) subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Creditor Shares either unconditionally or subject to such conditions as may be required by the Stock Exchange, the Directors and the Provisional Liquidators be and are hereby authorized to allot and issue the Creditor Shares to SchemeCo; and

• (c) the Directors and the Provisional Liquidators be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the Scheme, the Settlement, the Disposal, the allotment and issue of the Creditor Shares and the Special Deals.”

For the purpose of this resolution,

“ Companies Ordinance ” means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

“ Effective Date ” means 11 November 2011, the date of which the Scheme becomes effective by virtue of the delivery of an office copy of the order of the Hong Kong Court sanctioning the Scheme to the Registrar of Companies in Hong Kong for registration;

“ Excluded Items ” means cash and cash equivalents held by the Company as at the Effective Date of approximately HK$7.0 million; Receivables of the Company, if any, including but not limited to all intercompany debts owing by any of its subsidiaries; all and any rights, causes of action or claims of the Restructured Group against the Excluded Subsidiaries in respect of transactions or events incurred up to the date of the completion of the Subscription (including but not limited to all intercompany debts owing by any of the Excluded Subsidiaries to any of the companies in the Restructured Group); and Rights Against Third Parties;

“ Excluded Subsidiaries ” means the companies comprising the Company and its subsidiaries and excluding the Company, UR Group Limited, Nano Garment Holdings Limited, U-RIGHT Trading Development Limited, Xiamen U-Right Garment Co. Ltd., Fame Ace Limited, Alfreda Limited, Right Season Limited and Sino Hill Group Limited;

“ Existing Convertibles ” means all the convertibles, options and other securities issued by the Company prior to the petition to wind-up the Company being presented to the Hong Kong Court on 6 October 2008, which were convertible into Shares or confer on the holder thereof rights to subscribe for any shares in the Company, but no longer exercisable after the Effective Date as a result of the Scheme;

“ Hong Kong Court ” means the High Court of Hong Kong;

“ Person ” means any individual, partnership, company, body corporate, joint stock company, trust, unincorporated association or body or persons (including a partnership or consortium), joint venture or other entity, or a government or any political subdivision or agency thereof;

8

“ Receivables ” means all the trade and other debts and amounts owing to the Company as at the Effective Date including but not limited to all intercompany debts owing by its subsidiaries;

“ Restructured Group ” means the Group after Completion and the Scheme being effective, comprising of the Company, UR Group Limited, Nano Garment Holdings Limited, U-RIGHT Trading, Xiamen U-Right, Fame Ace Limited, Alfreda Limited, Right Season and Sino Hill Group Limited and its subsidiaries;

“ Rights Against Third Parties ” means the rights and claims against any Person and the benefit of all sums to which the Group is entitled from any Person arising from any claim, rights, action against such Person, subsisting on or before the date of the completion of the Subscription;

“ Scheme ” means the scheme of arrangement made under Section 166 of the Companies Ordinance between the Company and the Creditors which has been sanctioned by the Hong Kong Court (a copy of which marked “ SOA ” has been produced to the Meeting and signed by the chairman of the Meeting for identification purpose);

“ Scheme Administrators ” means Messrs. Lai Kar Yan (Derek) and Yeung Lui Ming of Deloitte Touche Tohmatsu jointly and severally as scheme administrators pursuant to the Scheme or their successors;

“ SchemeCo ” means a special purpose vehicle owned and controlled by the Scheme Administrators incorporated or to be incorporated; and

“ Working Capital Loans ” means two working capital facility loans of an aggregate sum up to HK$35 million provided by the Investor to meet the working capital requirements of some of the Excluded Subsidiaries.”

Adoption of New Bye-laws

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

“ THAT the new bye-laws of the Company (the “ New Bye-laws ”) (a copy of which marked “ NBL ” has been produced to the Meeting and signed by the chairman of the Meeting for identification purpose) be approved and adopted as the new Bye-laws of the Company in substitution for, and to the exclusion of, the existing Bye-laws with immediate effect after the closing of the Meeting; and that the Directors and the Provisional Liquidators be and are hereby authorized generally to do all such acts, deeds and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect determine, implement or complete any matters relating to or in connection with the adoption of the New Bye-laws.”

9

Appointment of an Executive Director

1. As special business to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT Ms. Yeung Sau Han, Agnes be appointed as an executive Director and the board of Directors be authorised to determine her remuneration and any Director be authorised to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.”

By order of the Board For and on behalf of U-RIGHT International U-RIGHT International Holdings Limited Holdings Limited (Provisional Liquidators Appointed) (Provisional Liquidators Appointed) Tang Kwok Hung Lai Kar Yan (Derek) Director Yeung Lui Ming Joint and Several Provisional Liquidators acting as agents for and on behalf of U-RIGHT International Holdings Limited without personal liability

Hong Kong, 26 July 2013

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: 35th Floor, One Pacific Place 88 Queensway Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the Bye-laws, vote in his stead. 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.

2. In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at the 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 at any adjournment thereof (as the case may be).

3. A form of proxy for use by the shareholders at the Meeting is enclosed with the circular of the Company dated 26 July 2013 (the “ Circular ”). Completion and return of the form of proxy shall not preclude any member from attending and voting in person at the Meeting or any adjournment thereof. Such form of proxy and the Circular are also published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at http://www.uright-627.info/).

10

1. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint registered holders are present at the Meeting personally or by proxy, then one of the registered holders so present whose name stands first on the register of members of the Company in respect of such share, or his proxy, shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.

2. Further information relating to all the matters set out in the above resolutions and further information relating to the Company are set out in the Circular.

3. The votes for approving all the resolutions shall be taken by poll.

As at the date of this announcement, the Company has two executive directors, namely Mr. Tang Kwok Hung and Mr. Ng Cheuk Fan, Keith; and three independent non-executive directors, namely Mr. Chung Wai Man, Mr. Mak Ka Wing, Patrick and Mr. Chan Chi Yuen.

• For identification purpose only

11