MS Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Sep 18, 2025

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.

JAPAN KYOSEI GROUP COMPANY LIMITED

日本共生集團有限公司

(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 Japan Kyosei Group Company Limited (the "Company") will 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 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 "Japan Kyosei Group Company Limited" to "Vision Synergy Holdings Limited" and to adopt the Chinese name of "共生智能股有限公司" as the Company's new secondary name in place of its existing secondary name of "日本共生集團有限公司" (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 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

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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

Japan Kyosei Group Company Limited

Hiroshi Kaneko

Executive Director and Chief Executive Officer

Hong Kong, 18 September 2025

Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Principal Place of Business in Hong Kong:
Room 1104, 11/F,
Kai Tak Commercial Building
66-72 Stanley Street, Central
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 must be deposited with 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 together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or 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.

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1. If Typhoon Signal No. 8 or above, “extreme conditions” caused by super typhoons as announced by the Government of the Hong Kong Special Administrative Region or a “black” rainstorm warning is/are in effect at or before three hours before the time fixed for holding the meeting, the meeting will be postponed. The Company will post an announcement on the website of the Company at http://www.jkgc.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the Board comprises one executive Director, namely Dr. Hiroshi Kaneko, one non-executive Director, namely 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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