MS Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Oct 27, 2017

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: 627)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘Meeting’’) of U-RIGHT International Holdings Limited (the ‘‘Company’’) will be held at 14/F., Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on 20 November 2017 at 10:30 a.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions of the Company:

AS ORDINARY RESOLUTIONS

1. The Acquisition

1. ‘‘THAT:

2. (a) the sale and purchase agreement dated 14 April 2015 (the ‘‘Acquisition Agreement’’) and as supplemented by the supplemental agreements dated 27 October 2015, 23 February 2016, 28 July 2016, 28 October 2016, 26 January 2017, 15 February 2017, 30 June 2017 and 29 September 2017 (the ‘‘Supplemental Agreements’’) entered into between the Company as purchaser and Tongda Enterprises Limited (the ‘‘Vendor’’) as seller (a copy of each of the Acquisition Agreement and the Supplemental Agreements is produced to the Meeting and marked ‘‘A1’’, ‘‘A2’’, ‘‘A3’’, ‘‘A4’’, ‘‘A5’’, ‘‘A6’’, ‘‘A7’’, ‘‘A8’’ and ‘‘A9’’ respectively and both initialled by the Chairman of the Meeting for identification purpose) in relation to the purchase by the Company from the Vendor the entire issued share capital in Vivalink Limited and the shareholder’s loan at the consideration of HK$1,511,313,200 (the ‘‘Acquisition’’) and the transactions contemplated thereunder be and is hereby approved, confirmed and ratified;

3. For identification purposes only

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• (b) conditional upon The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permission to deal in, the 6,415,060,000 new shares (the ‘‘Consideration Shares’’) of the Company of HK$0.01 each (each a ‘‘Share’’), the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific mandate to allot and issue the Consideration Shares at the issue price of HK$0.22 per Consideration Share to partly satisfy the consideration of the Acquisition provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or special mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and

• (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Acquisition Agreement (as supplemented by the Supplemental Agreements) and the transactions contemplated thereunder, including, without limitation, the allotment and issue of the Consideration Shares.’’

2. The Whitewash Waiver

1. ‘‘THAT:

2. (a) subject to (i) passing of resolution numbered 1 above; and (ii) the Executive Director (or any delegate of the Executive Director) of the Corporate Finance Division (the ‘‘Executive’’) of the Securities and Futures Commission (the ‘‘SFC’’) granting to the Vendor the waiver to make a mandatory general offer to the shareholders of the Company (‘‘Shareholders’’) in respect of the securities of the Company not already owned or agreed to be acquired by the Vendor and the parties acting in concert with it as a result of the allotment and issue of the Consideration Shares in accordance with Note 1 on dispensations from Rule 26 of the Takeovers Code (the ‘‘Whitewash Waiver’’) and the satisfaction of any condition(s) attached to the Whitewash Waiver imposed by the Executive, the waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code, waiving any obligation of the Vendor and parties acting in concert with it to make a mandatory general offer to other Shareholders in respect of the securities of the Company as a result of the allotment and issue of the Consideration Shares to the Vendor upon completion of the Acquisition Agreement be and is hereby approved; and

3. (b) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or agreements or deeds on behalf of the Company (including the affixation of the common seal of the Company where execution under seal is required) and to take such steps as he/ they may consider necessary, appropriate, desirable or expedient to do such acts and things, to sign and execute all such further documents and to take such steps as he/they may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to any matter relating to the Whitewash Waiver.’’

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3. Alfreda Disposal

1. ‘‘THAT:

2. (a) the sale and purchase agreement dated 27 October 2015 (the ‘‘Alfreda Disposal Agreement’’) and as supplemented by the supplemental agreements dated 23 February 2016, 28 July 2016, 28 October 2016, 26 January 2017, 31 March 2017, 30 June 2017 and 29 September 2017 (the ‘‘Alfreda Supplemental Agreements’’) entered into between the Company as seller and Ma Weihong (the ‘‘Alfreda Purchaser’’) as purchaser (a copy of each of the Alfreda Disposal Agreement and the Alfreda Supplemental Agreement is produced to the Meeting and marked ‘‘B1’’, ‘‘B2’’, ‘‘B3’’, ‘‘B4’’, ‘‘B5’’, ‘‘B6’’, ‘‘B7’’ and ‘‘B8’’ respectively and both initialled by the Chairman of the Meeting for identification purpose) in relation to the Company selling to the Alfreda Purchaser the entire issued share capital in Alfreda Limited and the assignment of the outstanding loan of HK$16,799,992 due by Alfreda Limited and its subsidiaries to the Company at the consideration of HK$22,358,478 (the ‘‘Alfreda Disposal’’) and the transactions contemplated thereunder be and is hereby approved, confirmed and ratified; and

3. (b) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Alfreda Disposal Agreement (as supplemented by the Alfreda Supplemental Agreements) and the transactions contemplated thereunder.’’

4. UR Disposal

4. ‘‘THAT:

• (a) the sale and purchase agreement dated 27 October 2015 (the ‘‘UR Disposal Agreement’’) and as supplemented by the supplemental agreements dated 23 February 2016, 29 July 2016, 28 October 2016, 26 January 2017, 31 March 2017, 30 June 2017 and 29 September 2017 (the ‘‘UR Supplemental Agreements’’) entered into between the Company as seller and Qiu Wenzhong (the ‘‘UR Purchaser’’) as purchaser (a copy of each of the UR Disposal Agreement and the UR Supplemental Agreement is produced to the Meeting and marked ‘‘C1’’, ‘‘C2’’, ‘‘C3’’, ‘‘C4’’, ‘‘C5’’, ‘‘C6’’, ‘‘C7’’ and ‘‘C8’’ respectively and both initialled by the Chairman of the Meeting for identification purpose) in relation to the Company selling to the UR Purchaser the entire issued share capital in UR Group Limited and the assignment of the outstanding loan of HK$18,558,699 due by UR Group Limited and its subsidiaries to the Company at the consideration of HK$56,499,237 (the ‘‘UR Disposal’’) and the transactions contemplated thereunder be and is hereby approved, confirmed and ratified; and

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• (b) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the UR Disposal Agreement (as supplemented by the UR Supplemental Agreements) and the transactions contemplated thereunder.’’

5. Placing

1. ‘‘THAT:

2. (a) the placing agreement dated 20 October 2017 (the ‘‘Placing Agreement’’) entered into between the Company and Ample Orient Capital Limited (the ‘‘Placing Agent’’) as placing agent (a copy of the Placing Agreement has been produced to the Meeting and marked ‘‘D’’ and initialled by the Chairman of the Meeting for identification purpose) in relation to a private placing of (i) 2,727,280,000 new ordinary shares of HK$0.01 each in the share capital of the Company (the ‘‘Placing Shares’’) to independent placees (the ‘‘Shares Placees’’) at the placing price of HK$0.22 per Placing Share (the ‘‘Placing Price’’); (ii) a three-year unsecured redeemable 9% per annum interest bearing convertible bonds of an aggregate principal amount of not more than HK$200,000,000 to be issued by the Company (the ‘‘CB’’) convertible into new ordinary shares of HK$0.01 each in the share capital of the Company (the ‘‘CB Conversion Shares’’) at the initial conversion price of HK$0.22 per CB Conversion Share (the ‘‘Conversion Price’’) to independent placees (the ‘‘CB Placees’’) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) the issue of the Placing Shares and the CB to the Share Placees and the CB Placees respectively in accordance with the terms of the Placing Agreement be and is hereby approved;

4. (c) conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares and the CB Conversion Shares, the Directors be and are hereby granted a specific mandate to allot and issue the Placing Shares and the CB Conversion Shares in accordance with the terms of the Placing Agreement provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or special mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and

5. (d) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Placing Agreement and the transactions contemplated thereunder, including, without limitation, the allotment and issue of the Placing Shares and the CB Conversion Shares.’’

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6. Appointment of proposed Directors

1. ‘‘THAT subject to completion of the transactions contemplated under the Acquisition (as defined in the resolution numbered 1)

2. (a) the appointment of Mr. Pan Weiming as an executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

3. (b) the appointment of Mr. Pan Jungang as an executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

4. (c) the appointment of Ms. Chen Weihong as an executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

5. (d) the appointment of Mr. Pan Haoran as an executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

6. (e) the appointment of Mr. Li Jinrong as an executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

7. (f) the appointment of Mr. Yuen Chee Lap, Carl as an independent non-executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

8. (g) the appointment of Mr. Yang Xiaoping as an independent non-executive Director with effect from the completion of the transactions contemplated under the Acquisition be considered and approved;

9. (h) the board of Directors (the ‘‘Board’’) be authorized to fix the remuneration of each of the above proposed Directors; and

10. (i) any Director be authorised to enter into the service contract or letter of appointment or such other documents or supplemental agreements or deeds with each of the above proposed Directors.’’

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7. Share Option Scheme

1. ‘‘THAT conditional upon the Stock Exchange granting the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the share option scheme (the ‘‘Scheme’’) (a copy of the Scheme has been produced to the Meeting marked ‘‘E1’’ and initialled by the Chairman of the Meeting for identification purpose), the principal terms of it are described in paragraph H of Appendix IX to the circular of the Company dated 27 October 2017 (a copy of the Appendix IX has been produced to the Meeting marked ‘‘E2’’ and initialled by the Chairman of the Meeting for identification purpose), the Scheme be and is hereby approved and adopted by the Company and the Board be and is hereby authorised to administer the Scheme, to grant options and to allot, issue and deal with the Shares pursuant to the exercise of any option granted thereunder and to take such steps and do such acts and to enter into such transactions, arrangements or agreements as may be necessary or expedient in order to implement and give full effect to the Scheme.’’

AS SPECIAL RESOLUTIONS

8. Share Premium Reduction

‘‘8. THAT:

• (a) conditional upon compliance by the Company with all statutory requirements under section 46(2) of the Companies Act 1981 of Bermuda and the bye-laws of the Company (the ‘‘Bye-laws’’), with effect from the date of passing of this resolution (the ‘‘Effective Date’’), the entire amount standing to the credit of the share premium account of the Company as at the Effective Date be cancelled, and the credit arising therefrom be credited to the contributed surplus account of the Company, which may be used in any manner permitted by the Bye-laws including, without limitation, to set off against the accumulated losses of the Company; and

• (b) any one or more Directors be and is/are hereby generally and unconditionally authorized to do all such acts, matters and things, prepare and execute all documents (under seal if applicable), and do all things they consider necessary, expedient and appropriate to give effect and implement any of the foregoing.’’

9. Change of Company Name

1. ‘‘THAT subject to completion of the transactions contemplated under the Acquisition (as defined in the resolution numbered 1) and the approval of the Registrar of Companies in Bermuda,

2. (a) the name of the Company be changed from ‘‘U-RIGHT International Holdings Limited’’ to ‘‘Fullsun International Holdings Group Co., Limited’’ and adopt the Chinese Name ‘‘福晟國際控股集團有限公司’’ as the secondary name of the Company; and

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• (b) the Directors and the Company Secretary of the Company be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the change of name of the Company, including attending necessary registration and filing for and on behalf of the Company.’’

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

Hong Kong, 27 October 2017

Registered Office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Unit 2408, 24/F. World-wide House 19 Des Voeux Road Central 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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 27 October 2017 (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 www.uright.com.hk.

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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 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.

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