MS Group Holdings Limited — Proxy Solicitation & Information Statement 2018

Nov 19, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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FULLSUN INTERNATIONAL HOLDINGS GROUP CO., LIMITED 福 晟 國 際 控 股 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

NOTICE OF THE SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Fullsun International Holdings Group Co., Limited (the ‘‘Company’’) will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 5 December 2018 at 11:00 a.m., for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) the entering into of the framework agreement dated 22 October 2018 (the ‘‘Master Construction Agreement’’) (copy of which is marked ‘‘A’’ and produced to the meeting and initialled by the Chairman for identification purpose) between Fuzhou Fullsun Group Co., Ltd. (福州福晟集團有限公司) and Fujian Liujian Group Co., Ltd. (福建六建集團有限公司) (‘‘Fujian Liujian Group’’) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Fujian Liujian Group on the other part for the four months ending 31 December 2018 and the two years ending 31 December 2020 as set out in the paragraph headed ‘‘Letter from the Board — the Master Construction Agreement’’ contained in the circular of the Company dated 19 November 2018 (the ‘‘Circular’’) be and is hereby approved, confirmed and ratified and the entering into of the continuing connected transactions pursuant to the Master Construction Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Master Construction Agreement; and

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• (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Master Construction Agreement pursuant to paragraph (a) of this resolution for each of the four months ending 31 December 2018 and the two years ending 31 December 2020 as set out in the paragraph headed ‘‘Letter from the Board — The Proposed Caps’’ contained in the Circular be and are hereby approved.’’

By order of the board of directors Fullsun International Holdings Group Co., Limited Pan Weiming Chairman

Hong Kong, 19 November 2018

Principal Place of Business in Hong Kong:

Unit 2408, 24/F. World-wide House 19 Des Voeux Road Central Hong Kong

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

1. A shareholder entitled to attend and vote at the meeting may appoint one or more than one proxies to attend and to vote on a poll in his/her/its stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.

2. 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/she/it were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 11:00 a.m. (Hong Kong time) on Monday, 3 December 2018 or not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish.

5. The ordinary resolution set out in this notice will be put to shareholders to vote by way of a poll.

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1. As at the date of this notice, the board of directors of the Company comprises eight executive directors, namely Mr. Pan Weiming, Mr. Tong Wentao, Mr. Pan Jungang, Ms. Chen Weihong, Mr. Li Jinrong, Mr. Tang Kwok Hung, Ms. Wu Jihong and Mr. Wu Yang and four independent non-executive directors, namely, Dr. Cheung Wai Bun, Charles J.P., Dr. Tse Hiu Tung Sheldon, Mr. Yang Xiaoping and Mr. Yuen Chee Lap, Carl.

2. for identification purposes only

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