MS Group Holdings Limited — Proxy Solicitation & Information Statement 2023

Nov 2, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Fullsun International Holdings Group Co., Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

Terms in this cover page have the same meanings as defined in this circular.

A letter from the Board is set out on pages 2 to 5 of this circular.

A notice convening the Special General Meeting of Fullsun International Holdings Group Co., Limited to be held at 16/F, St. John’s Building, 33 Garden Road, Central, Hong Kong on Thursday, 23 November 2023 at 11:00 a.m. is set out on pages 6 to 7 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.fullsun.com.hk. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the company secretary of the Company, at Room 1811, 18/F, V Heun Building, 138 Queen’s Road Central, Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or at any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or at any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

The Chinese version of this circular is for reference only. Should there be any discrepancies, the English version shall prevail.

3 November 2023

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

• “Board” the board of Directors

“Change of Company Name” the change of the existing English name of the Company from “Fullsun International Holdings Group Co., Limited” to “Japan Kyosei Group Company Limited” and to adopt the Chinese name “日本共生集團有限公司” as the new secondary name of the Company in place of the existing secondary name “福晟國際控股集團有限公司”

• “Company” Fullsun International Holdings Group Co., Limited (福晟國際控股集團有限公司), a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (Stock code: 627)

• “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries from time to time “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China, and for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region and Taiwan

• “SGM Notice” the notice convening the Special General Meeting as set out on pages 6 to 7 of this circular

• “Share(s)” ordinary share(s) of the Company

• “Shareholder(s)” holder(s) of Shares

“Special General Meeting” or the special general meeting of the Company to be “SGM” convened at 16/F, St. John’s Building, 33 Garden Road, Central, Hong Kong on Thursday, 23 November 2023 at 11:00 a.m. for the purpose of considering and, if thought fit, approving the resolution proposed in this circular, or any adjournment thereof

“Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Director: Principal place of business in Hong Kong Dr. Hiroshi Kaneko (Chief Executive Officer) Room 1811, 18/F V Heun Building Non-executive Directors: 138 Queen’s Road Central Mr. Kenichi Yanase (Chairman) Central Mr. Chung Ho Wai Alan Hong Kong

Executive Director:

Dr. Hiroshi Kaneko (Chief Executive Officer)

Independent Non-executive Directors: Registered Office: Mr. Huang Zhongquan Clarendon House Ms. Tang Ying Sum 2 Church Street Ms. Ha Sze Wan Hamilton HM 11 Bermuda

3 November 2023

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the Special General Meeting for the Proposed Change of Company Name and to give you notice of SGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the existing English name of the Company from “Fullsun International Holdings Group Co., Limited” to “Japan Kyosei Group Company Limited” and to adopt the Chinese name “日本共生集團有限公司” as the new secondary name of the Company in place of the existing secondary name “福晟國際控股集團有限公司”.

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LETTER FROM THE BOARD

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board considers the Proposed Change of Company Name will better reflect the direction of future development of the Company and therefore the Proposed Change of Company Name can provide the Company with enhanced corporate image and clearer identity. The Board is of the opinion that the Proposed Change of Company Name will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will be subject to the following conditions being fulfilled:

• (i) the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the SGM; and

• (ii) the Registrar of Companies in Bermuda having approved the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company and registers the secondary name of the Company as set out in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

EFFECT OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation or its financial position. Once the Proposed Change of Company Name becomes effective, new share certificates of the Company will be issued in the new name and the new secondary name of the Company. However, all existing share certificates in issue bearing the current name of the Company will, after the Proposed Change of Company Name has become effective, continue to be effective as documents of title and be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing share certificates of the Company for new share certificates bearing the new name and the new secondary name of the Company.

Subject to the confirmation of the Stock Exchange, the Company expects to be traded in its new English name and new secondary name as soon as the Proposed Change of Company Name becomes effective and the filing procedures in Hong Kong have been completed. Further announcement(s) will be made by the Company to inform the Shareholders on the results of the SGM, the effective date of the Proposed Change of Company Name and the change of stock short names of the Company for trading of the shares on the Main Board of the Stock Exchange as and when appropriate.

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LETTER FROM THE BOARD

GENERAL

The Proposed Change of Company Name is subject to, inter alia, the approval by the Shareholders by way of a special resolution at the SGM. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder will be required to abstain from voting on the special resolution for approving the Proposed Change of Company Name.

SPECIAL GENERAL MEETING

The Company will convene the SGM at 16/F, St. John’s Building, 33 Garden Road, Central, Hong Kong on 23 November 2023 at 11:00 a.m. for the purpose of considering and, if thought fit, approving the resolution set out in the SGM Notice as set out on pages 6 to 7 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.fullsun.com.hk. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the company secretary of the Company, at Room 1811, 18/F, V Heun Building, 138 Queen’s Road Central, Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or at any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or at any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

ENTITLEMENT TO ATTEND AND VOTE AT THE SGM

The register of members of the Company will be closed from Monday, 20 November 2023 to Thursday, 23 November 2023 (both dates inclusive) during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the SGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration no later than 4:00 p.m. (Hong Kong time) on Friday, 17 November 2023.

VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the resolution(s) put to the vote at the SGM will be taken by way of poll. An announcement on the results of the vote by poll will be made by the Company after the SGM in the manner prescribed under Rules 13.39(5) and (5A) of the Listing Rules.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider the Proposed Change of Company Name is in the interests of the Company and its Shareholders as a whole and accordingly recommend all the Shareholders to vote in favour of the resolution to be proposed at the forthcoming SGM.

By Order of the Board Fullsun International Holdings Group Co., Limited Hiroshi Kaneko

Executive Director and Chief Executive Officer

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NOTICE OF SPECIAL GENERAL MEETING

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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 SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ Special General Meeting ”) of Fullsun International Holdings Group Co., Limited (the “ Company ”) will be held at 16/F, St. John’s Building, 33 Garden Road, Central, Hong Kong on Thursday, 23 November 2023 at 11:00 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution of the Company:

“ THAT subject to and conditional upon the necessary approval of the Registrar of Companies in Bermuda having been obtained, the English name of the Company be changed from “Fullsun International Holdings Group Co., Limited” to “Japan Kyosei Group Company Limited” and to adopt the Chinese name of “日本共生集團有限公司” as the Company’s new secondary name in place of its existing secondary name of “福晟國際 控股集團有限公司” (the “ Proposed Change of Company Name ”) with effect from the date of entry of the new English name and the new secondary name of the Company on the register maintained by the Registrar of Companies in Bermuda, and that any one director of the Company (each a “ Director ”) be and is hereby authorised to execute all such documents (and if such documents are required to be affixed with the common seal, any Director and any joint company secretary of the Company or any two Directors are hereby authorised to sign and to affix the common seal on such documents) and do all such deeds, acts, matters and things as may be required, necessary, appropriate or expedient for the purpose of or in connection with the implementation of or to give effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing in Bermuda and Hong Kong for and on behalf of the Company in respect of the Proposed Change of Company Name.”

By Order of the Board Fullsun International Holdings Group Co., Limited Hiroshi Kaneko

Executive Director and Chief Executive Officer

Hong Kong, 3 November 2023

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NOTICE OF SPECIAL GENERAL MEETING

Registered Office: Principal Place of Business in Hong Kong: Clarendon House Room 1811, 18/F 2 Church Street V Heun Building Hamilton HM 11 138 Queen’s Road Central Bermuda Central Hong Kong

Notes:

1. A Shareholder entitled to attend and vote at the meeting may appoint another person as his or her proxy to attend and to vote in his/her/its stead. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote 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 authorised representative) or by proxy. A proxy need not be a Shareholder.

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 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 company secretary of the Company, at Room 1811, 18/F, V Heun Building, 138 Queen’s Road Central, Central, Hong Kong 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 and in such event, the form of proxy shall be deemed to be revoked.

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

As at the date of this notice, the Board comprises one executive Director, namely Dr. Hiroshi Kaneko, two non-executive Directors, namely Mr. Kenichi Yanase (Chairman) and Mr. Chung Ho Wai Alan, and three independent non-executive Directors, namely Mr. Huang Zhongquan, Ms. Tang Ying Sum and Ms. Ha Sze Wan.

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