MS Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Sep 18, 2025

3

JAPAN KYOSEI GROUP COMPANY LIMITED

日本共生集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00627)

FORM OF PROXY

FOR THE SPECIAL GENERAL MEETING TO BE HELD AT

ROOM 1102, 11/F, WOON LEE COMMERCIAL BUILDING,

NO. 7-9 AUSTIN AVENUE, TSIM SHA TSUI, KOWLOON, HONG KONG

ON THURSDAY, 9 OCTOBER 2025 AT 12:00 NOON (OR ANY ADJOURNMENT THEREOF)

I/We¹

of

being the registered holder(s) of² _________ ordinary shares of HK$0.01 each in the share capital of Japan

Kyosei Group Company Limited (the "Company"), HEREBY APPOINT³

of

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 at Room 1102, 11/F, Woon Lee Commercial Building, No. 7-9 Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 9 October 2025 at 12:00 noon and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the said meeting (the "SGM Notice") and to vote for me/us in my/our name(s) in respect of the said resolution 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 18 September 2025.

SPECIAL RESOLUTION⁵	FOR⁴	AGAINST⁴
To approve the proposed change of the English name of the Company to “Vision Synergy Holdings Limited” and the proposed adoption of the Chinese name “共生智 築控股有限公司” as the Company’s new secondary name.

Dated this __ day of __ 2025

Signature(s) _________

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 meeting will act as your proxy. Any member entitled to 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.
4. 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.
5. The full text of the resolution is set out in the SGM Notice dated 18 September 2025.
6. 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.
7. 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.
8. 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 the branch share registrar of the Company in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting.
9. 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 be deemed to be revoked.
10. Any alteration made in this form should be initialed by the person(s) who sign(s) it.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who 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/Union Registrars Limited at the above address.