MS Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Oct 27, 2017

U-RIGHT INTERNATIONAL HOLDINGS LIMITED 佑 威 國 際 控 股 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 627)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING (THE ‘‘SGM’’) TO BE HELD ON MONDAY, 20 NOVEMBER 2017 AT 10:30 A.M. (AND AT ANY ADJOURNMENT THEREOF)

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I/We [1]
of
being the registered holder(s) of [2] ordinary shares of HK$0.01 each in the share capital
of U-RIGHT International Holdings Limited (the ‘‘Company’’), HEREBY APPOINT [3]
of
or failing him, the Chairman of the SGM as my/our proxy to attend and vote for me/us and on my/our behalf at the SGM (and at any
adjournment thereof) of the Company to be held at 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Monday, 20
theNovemberSGM (the2017‘‘Noticeat 10:30’’) anda.m.toforvotetheforpurposeme/us ofin my/ourconsideringname(s)and,inif respectthoughtoffit,thepassingsaid resolutionsthe resolutionsas indicatedset outbelow.in the notice [10] convening
No. Resolutions For [4] Against [4]
ORDINARY RESOLUTIONS
1. To approve, confirm and ratify the Acquisition Agreement and as supplemented by
the Supplemental Agreements, and the transactions contemplated thereunder,
including but not limited to the allotment and issue of the Consideration Shares, as
set out in Resolution no. 1 in the Notice.
2. To approve the Whitewash Waiver as set out in Resolution no. 2 in the Notice.
3. To approve, confirm and ratify the Alfreda Disposal Agreement as supplemented by
the Alfreda Supplemental Agreements and the transactions contemplated thereunder
as set out in Resolution no. 3 in the Notice.
4. To approve, confirm and ratify the UR Disposal Agreement as supplemented by the
UR Supplemental Agreements and the transactions contemplated thereunder as set
out in Resolution no. 4 in the Notice.
5. To approve, confirm and ratify the Placing Agreement and the allotment and issue of
the Placing Shares and CB Conversion Shares, and to authorize any Director to take
such action to implement, revise and/or to give effect to the transactions
contemplated thereunder, as set out in Resolution no. 5 in the Notice.
6. Each as a separate resolution to elect the following directors of the Company as set
out in Resolution no. 6 in the Notice:
(a) Mr. Pan Weiming as an executive Director;
(b) Mr. Pan Jungang as an executive Director;
(c) Ms. Chen Weihong as an executive Director;
(d) Mr. Pan Haoran as an executive Director;
(e) Mr. Li Jinrong as an executive Director;
(f) Mr. Yuen Chee Lap, Carl as an independent non-executive Director;
(g) Mr. Yang Xiaoping as an independent non-executive Director; and
(h)&(i) To authorize the board of Directors to fix the Directors’ remuneration, and
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 Directors.
7. To approve and adopt the share option scheme of the Company and to authorize the
board of Directors to administer the same as set out in Resolution no. 7 in the
Notice.
SPECIAL RESOLUTIONS
8. To approve the reduction of share premium and application of contributed surplus to
offset the accumulated losses of the Company as set out in Resolution no. 8 in the
Notice.
9. ChineseLimitedTo change’’ Nameto the‘‘Fullsunname‘‘福晟International國of際the控股Company集團Holdings有限公from司’’Group‘‘U-RIGHTas theCo., secondaryLimitedInternational’’ andnameadoptHoldingsof thethe
Company and to authorise any Director to take any step and execute such
documents as they consider necessary, appropriate, desirable or expedient to
implement and/or give effects to the change of name of the Company as set out in
Resolution no. 9 in the Notice.
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Dated this

day of

Signature(s)

2017

Notes:

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

2. 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).

3. Insert in BLOCK CAPITALS the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the SGM will act as your proxy. Any member entitled to attend and vote at the SGM shall be 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.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must be either executed under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the branch share registrar of the Company 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 SGM.

8. Completion and deposit of this form of proxy will not preclude you from attending and voting at the SGM if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made in this form should be initialed by the person(s) who sign(s) it.

10. The complete version of the resolutions and further details in relation thereto are set out in the circular of the Company and the Notice both dated 27 October 2017. Copies of which may be found on the website of the Stock Exchange at www.hkex.com.hk under ‘‘Latest Listed Companies Information’’ and the Company’s website at www.uright.com.hk.

11. This form of proxy is in English and Chinese. In case of any inconsistency, the English version shall prevail.

12. for identification purposes only