MS Group Holdings Limited — Proxy Solicitation & Information Statement 2025

May 30, 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 ANNUAL GENERAL MEETING

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 annual general meeting of the Company to be held at 2/F, Bonham Majoris, 40-44 Bonham Strand East, Sheung Wan, Hong Kong on Monday, 23 June 2025 at 12:00 noon and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting (the "AGM Notice") and to vote for me/us in my/our name(s) in respect of the said resolutions as indicated below:

NO.	ORDINARY RESOLUTIONS	FOR⁴	AGAINST⁴
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2024.
2.	(i) To re-elect each as a separate resolution, the following Directors:
	(a) Mr. Chung Ho Wai Alan, as a non-executive Director;
	(b) Ms. Tang Ying Sum, as an independent non-executive Director;
	(ii) To authorize the board of Directors to fix the Directors' remuneration.
3.	To re-appoint PKF Hong Kong Limited as the auditors of the Company and authorise the board of Directors to fix the auditor's remuneration.
4.	To grant a general and unconditional mandate to the directors of the Company to repurchase Shares of the Company for a total number of not exceeding 10% of the total number of the issued Shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution.
5.	To grant a general and unconditional mandate to the directors of the Company to allot, issue and deal with additional Shares of the Company for a total number of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution.
6.	To extend the general and unconditional mandate granted to the directors of the Company under resolution no. 5 above by a number representing the number of the issued shares of the Company repurchased by the Company pursuant to general mandate under resolution no. 4 above.

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. 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.
6. 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.
7. 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 deposited at 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.
8. 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.
9. Any alteration made in this form should be initialed by the person(s) who sign(s) it.
10. Please refer to the notice of the meeting for the full text of resolutions 4 to 6.

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.