MS Group Holdings Limited — Proxy Solicitation & Information Statement 2023

Jun 21, 2023

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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)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD AT PORTION 2, 12/F, THE CENTER, 99 QUEEN'S ROAD CENTRAL, CENTRAL HONG KONG ON THURSDAY, 13 JULY 2023 AT 11:00 A.M. (OR ANY ADJOURNMENT THEREOF)

I/We[1]

of

Co.,beingLimitedthe registered(the “ Company holder(s)”),ofHEREBY APPOINT[2][3] of

ordinary shares of HK$0.01 each in the share capital of Fullsun International Holdings Group

or failing him, the Chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company to be held atconsideringPortion 2,and,12/F,ifThethoughtCenter,fit, 99passingQueen’stheRoadresolutionsCentral,setCentral,out in theHongnoticeKongconveningon Thursday,the said13 meetingJuly 2023(theat 11:00“ SGM a.m. Notice and ”)at andany toadjournmentvote for me/usthereofin my/ourfor the purposename(s) ofin respect of the said resolutions as indicated below:

Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 23 June 2023.

	NO.	RESOLUTIONSFOR4AGAINST4ORDINARY RESOLUTIONS5To approve, confirm and ratify the Subscription Agreement and the transactions contemplated thereunder;to approve the grant of the Specific Mandate; and to authorise any one of the Directors to sign and executesuch documents and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Subscription Agreement and thetransactions contemplated thereunderTo approve, confirm and ratify the Scheme; to approve the proposed payment of cash to the Creditors on apro-rata basis in accordance with the terms of the Scheme, funded from the net proceeds of theSubscription; and to authorise any one of the Directors to sign and execute such documents and do all suchacts and things and to take all such steps as he/she considers necessary, expedient or desirable inconnection with and to give effect to the Scheme and the transactions contemplated thereunderTo approve the Group Reorganisation; and to authorise any one of the Directors to sign and execute suchdocuments and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Group Reorganisation and thetransactions contemplated thereunderSPECIAL RESOLUTIONS5To approve the Capital Reorganisation involving the Share Consolidation and the Capital Reduction; toapprove the credit arising from the Capital Reduction to be credited to the contributed surplus account of theCompany for use by the Directors and to authorise the Directors to fully apply the amount in the contributedsurplus account of the Company to set off part of the consolidated accumulated loss of the Company on adollar-to-dollar basis in the manner permitted by the laws of Bermuda and the bye-laws of the Companywithout further authorisation from the Shareholders; and to authorise any one of the Directors to sign andexecute such documents and do all such acts and things and to take all such steps as he/she considersnecessary, expedient or desirable in connection with and to give effect to the Capital ReorganisationTo approve the Whitewash Waiver; and to authorise any one of the Directors to sign and execute suchdocuments and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Whitewash Waiver and the transactionscontemplated thereundersday of2023Signature(s)Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.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).Insert inBLOCK CAPITALSthe name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any member entitledto attend and vote at the meeting 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.IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED“AGAINST”. Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.The full texts of the resolutions are set out in the SGM Notice dated 23 June 2023.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 anofficer or attorney duly authorised.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 purposeseniority will be determined by the order in which the names stand in the register of members.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 certified copy of such power or authority, must be delivered to thecompany 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 themeeting.Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event, the instrument appointing a proxy shall bedeemed to be revoked.Any alteration made in this form should be initialed by the person(s) who sign(s) it.	RESOLUTIONSFOR4AGAINST4ORDINARY RESOLUTIONS5To approve, confirm and ratify the Subscription Agreement and the transactions contemplated thereunder;to approve the grant of the Specific Mandate; and to authorise any one of the Directors to sign and executesuch documents and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Subscription Agreement and thetransactions contemplated thereunderTo approve, confirm and ratify the Scheme; to approve the proposed payment of cash to the Creditors on apro-rata basis in accordance with the terms of the Scheme, funded from the net proceeds of theSubscription; and to authorise any one of the Directors to sign and execute such documents and do all suchacts and things and to take all such steps as he/she considers necessary, expedient or desirable inconnection with and to give effect to the Scheme and the transactions contemplated thereunderTo approve the Group Reorganisation; and to authorise any one of the Directors to sign and execute suchdocuments and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Group Reorganisation and thetransactions contemplated thereunderSPECIAL RESOLUTIONS5To approve the Capital Reorganisation involving the Share Consolidation and the Capital Reduction; toapprove the credit arising from the Capital Reduction to be credited to the contributed surplus account of theCompany for use by the Directors and to authorise the Directors to fully apply the amount in the contributedsurplus account of the Company to set off part of the consolidated accumulated loss of the Company on adollar-to-dollar basis in the manner permitted by the laws of Bermuda and the bye-laws of the Companywithout further authorisation from the Shareholders; and to authorise any one of the Directors to sign andexecute such documents and do all such acts and things and to take all such steps as he/she considersnecessary, expedient or desirable in connection with and to give effect to the Capital ReorganisationTo approve the Whitewash Waiver; and to authorise any one of the Directors to sign and execute suchdocuments and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Whitewash Waiver and the transactionscontemplated thereundersday of2023Signature(s)Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.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).Insert inBLOCK CAPITALSthe name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any member entitledto attend and vote at the meeting 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.IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED“AGAINST”. Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.The full texts of the resolutions are set out in the SGM Notice dated 23 June 2023.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 anofficer or attorney duly authorised.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 purposeseniority will be determined by the order in which the names stand in the register of members.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 certified copy of such power or authority, must be delivered to thecompany 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 themeeting.Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event, the instrument appointing a proxy shall bedeemed to be revoked.Any alteration made in this form should be initialed by the person(s) who sign(s) it.
		ORDINARY RESOLUTIONS5
	1.	To approve, confirm and ratify the Subscription Agreement and the transactions contemplated thereunder;to approve the grant of the Specific Mandate; and to authorise any one of the Directors to sign and executesuch documents and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Subscription Agreement and thetransactions contemplated thereunder
	2.	To approve, confirm and ratify the Scheme; to approve the proposed payment of cash to the Creditors on apro-rata basis in accordance with the terms of the Scheme, funded from the net proceeds of theSubscription; and to authorise any one of the Directors to sign and execute such documents and do all suchacts and things and to take all such steps as he/she considers necessary, expedient or desirable inconnection with and to give effect to the Scheme and the transactions contemplated thereunder
	3.	To approve the Group Reorganisation; and to authorise any one of the Directors to sign and execute suchdocuments and do all such acts and things and to take all such steps as he/she considers necessary,expedient or desirable in connection with and to give effect to the Group Reorganisation and thetransactions contemplated thereunder
		SPECIAL RESOLUTIONS5
	4.	To approve the Capital Reorganisation involving the Share Consolidation and the Capital Reduction; toapprove the credit arising from the Capital Reduction to be credited to the contributed surplus account of theCompany for use by the Directors and to authorise the Directors to fully apply the amount in the contributedsurplus account of the Company to set off part of the consolidated accumulated loss of the Company on adollar-to-dollar basis in the manner permitted by the laws of Bermuda and the bye-laws of the Companywithout further authorisation from the Shareholders; and to authorise any one of the Directors to sign andexecute such documents and do all such acts and things and to take all such steps as he/she considersnecessary, expedient or desirable in connection with and to give effect to the Capital Reorganisation
	5.	To approve the Whitewash documents and do all suchexpedient or desirable in cocontemplated thereunder	Waiver; and to authorise any one of the Directors to sign and execute such acts and things and to take all such steps as he/she considers necessary,nnection with and to give effect to the Whitewash Waiver and the transactions
	Dated thiNotes:1.2.3.4.56.7.8.9.10.	sday of2023Signature(sFull name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.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 shInsert inBLOCK CAPITALSthe name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the meeto attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need notIMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST “AGAINST”. Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.The full texts of the resolutions are set out in the SGM Notice dated 23 June 2023.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 executedofficer or attorney duly authorised.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 voteseniority will be determined by the order in which the names stand in the register of members.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 certified copy of scompany secretary of the Company, at Room 1811, 18/F, V Heun Building, 138 Queen’s Road Central, Central, Hong Kong not less than 48 meeting.Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such edeemed to be revoked.Any alteration made in this form should be initialed by the person(s) who sign(s) it.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply forof yourthe Meetingand yourofproxy’sthe Company(or proxies’)(the “ Purposes name(s) and”). Weaddress(es)may transferis onyoura voluntaryand yourbasisproxy’sfor the(orpurposeproxies’)ofname(s)processingandyouraddress(es)requesttoforourtheagent,appointmentcontractor,of aorproxythird(orpartyproxies)serviceandprovideryour votingwho provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the above address.