MS Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Apr 24, 2025

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

MS GROUP HOLDINGS LIMITED

萬成集團股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1451)

NOTICE OF ANNUAL GENERAL MEETING

No refreshment or drinks will be served and no corporate gift will be distributed at the AGM

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the shareholders of MS Group Holdings Limited (the “Company”) will be held at 14/F., Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Monday, 26 May 2025 at 9:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 December 2024;

2. (A) To declare a final dividend of HK3 cents per ordinary share of the Company for the year ended 31 December 2024; and

(B) To declare a final special dividend of HK17 cents per ordinary share of the Company for the year ended 31 December 2024;

1. (A) To re-elect the following retiring directors of the Company (the “Director(s)”):

(i) Ms. Lo Siu Fun Helena as an executive Director;

(ii) Mr. Chau Wai as an executive Director;

(iii) Mr. Chung Kwok Keung Peter as an executive Director; and

(iv) Mr. Yu Hon To David as an independent non-executive Director.

(B) To authorise the board of Directors (the “Board”) to fix the Directors’ remuneration;

1. To re-appoint PricewaterhouseCoopers as the auditor of the Company to hold office until the conclusion of the next general meeting of the Company and to authorise the Board to fix their remuneration;

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1. To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

(A) “THAT:

(a) subject to paragraphs (c) and (d) of this resolution, a general mandate be and is hereby generally and unconditionally granted to the Directors to exercise during the Relevant Period (as defined hereinafter) all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.10 each in the capital of the Company (the “Share(s)”) (including any sale and transfer of treasury shares (which shall has the meaning ascribed thereto under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (the “Treasury Shares”)) and to make or grant offers, agreements, options or warrants which would or might require the exercise of such powers and to grant rights to subscribe for, or to convert any security into, Shares;

(b) the mandate in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and warrants which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined hereinafter);

(ii) the exercise of rights of subscription or conversion under the terms of any options or warrants issued by the Company or any securities which are convertible into the Shares;

(iii) the exercise of the subscription rights under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or

(iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company;

shall not exceed 20% of the aggregate number of Shares in issue (excluding any Treasury Shares) as at the date of passing of this resolution (as such number of Shares may be adjusted in the event of any subdivision or consolidation of Shares after the date of this resolution) and the approval shall be limited accordingly; and

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(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

“Rights Issue” means an offer of Shares, or an issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares or offer or issue of warrants, options or other securities giving rights to subscribe for Shares in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of recognised regulatory body or any stock exchange in, any territory outside Hong Kong).

(B) “THAT:

(a) a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as defined hereinafter) all the powers of the Company to buy back or otherwise acquire Shares in issue in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the aggregate number of Shares so bought back or otherwise acquired shall not exceed 10% of the total number of Shares in issue (excluding any Treasury Shares) as at the date of this resolution (as such number of Shares may be adjusted in the event of any subdivision or consolidation of Shares after the date of this resolution); and

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(b) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws on the articles of association of the Company to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

(C) “THAT subject to the passing of ordinary resolutions numbered 5(A) and 5(B) set out in the notice of the Meeting, the general mandate granted to the Directors to allot, issue and otherwise deal with additional Shares pursuant to resolution numbered 5(A) set out in the notice of the Meeting be and is hereby extended by the addition thereto of the number of Shares bought back by the Company under the authority granted pursuant to resolution numbered 5(B) set out in the notice of the Meeting, provided that such amount shall not exceed 10% of the aggregate number of Shares in issue (excluding any Treasury Shares) as at the date of the passing of this resolution.”

By order of the Board
MS Group Holdings Limited
Chau Ching
Chairman and Executive Director

Hong Kong, 25 April 2025

Notes:

(1) An eligible shareholder of the Company (the “Shareholder(s)”) is entitled to appoint one or more proxies to attend, speak and vote in his/her stead at the Meeting (or at any adjournment thereof) provided that each proxy is appointed to represent the respective number of Shares held by the Shareholder as specified in the relevant proxy forms. The proxy does not need to be a Shareholder.

(2) Where there are joint registered holders of any Shares, any one of such persons may vote at the Meeting (or at any adjournment thereof), either personally or by proxy, in respect of such Shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(3) A proxy form for use at the Meeting is enclosed.

(4) In order to be valid, the completed proxy form must be received by the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong at least 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof (as the

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case may be). If a proxy form is signed by an attorney of a Shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Hong Kong branch share registrar and transfer office of the Company together with the proxy form. In the case of a corporation, the proxy form must either be executed under its common seal or be signed by an officer or agent duly authorised in writing.

(5) In order to determine the entitlement of Shareholders to the right to attend and vote at the Meeting (or any adjournment thereof), the register of members of the Company will be closed from Wednesday, 21 May 2025 to Monday, 26 May 2025, both days inclusive, during which period no share transfer will be effected. All properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Tuesday, 20 May 2025. The record date for determining the entitlement of Shareholders to the right to attend and vote at AGM is Monday, 26 May 2025.

(6) For determining the entitlement to the proposed final dividend and final special dividend (subject to approval by the Shareholders at the Meeting), the register of members of the Company will be closed from Friday, 30 May 2025 to Wednesday, 4 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend and final special dividend, all transfer of shares, accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 29 May 2025. The record date for determining the entitlement to proposed final dividend and final special dividend is Wednesday, 4 June 2025.

(7) In relation to the proposed resolution numbered 3 above, Mr. Chau Wai, Mr. Chung Kwok Keung Peter, Ms. Lo Siu Fun Helena and Mr. Yu Hon To David will retire by rotation and, being eligible, have offered themselves for re-election at the Meeting. Brief biographical details of the Directors who offer themselves for re-election at the Meeting are set out in Appendix II to the circular of the Company dated 25 April 2025 (the "Circular").

(8) Detailed information on other business to be transacted at the Meeting is set out in the Circular.

(9) As set out in the Letter from the Board included in the Circular, each of the resolutions set out in this notice should be voted on by poll.

(10) The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

(11) If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the website of the Company (www.mainsuccess.cn) and the HKEXnews website (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the adjourned meeting.

The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

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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 authorised 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.

As at the date of this notice, the Directors are:

Executive Directors

Mr. Chau Ching (Chairman), Mr. Chung Kwok Keung Peter, Mr. Chung Leonard Shing Chun, Ms. Lo Siu Fun Helena and Mr. Chau Wai

Independent Non-executive Directors

Mr. Seto John Gin Chung, Mr. Asvaintra Bhanusak and Mr. Yu Hon To David

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