THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in MS Concept Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

MS CONCEPT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8447)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES, SELL TREASURY SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITORS;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed "DEFINITIONS" of this circular.

A notice convening the 2026 AGM to be held at Training Room 1, Level 3, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong on Friday, 7 August 2026 at 11:00 a.m. is set out on pages 17 to 22 of this circular.

This circular together with the form of proxy will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange (www.hkexnews.hk) for at least seven days from the date of publication and on the website of the Company (www.mrsteak.com.hk).

If you are not able or do not intend to attend the 2026 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event, not later than 48 hours before (i.e. Wednesday, 5 August 2026 at 11:00 a.m.) the time appointed for holding the 2026 AGM or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2026 AGM or its adjournment if you so wish. If you attend and vote at the 2026 AGM, the instrument appointing your proxy will be deemed to have been revoked.

7 July 2026

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 4
Introduction 4
Issue Mandate 5
Repurchase Mandate 5
Extension of Issue Mandate to Issue Shares 5
Re-election of Retiring Directors 6
Re-appointment of Auditors 8
2026 AGM 8
Voting by Poll 9
Responsibility Statement 9
Recommendation 9
General 9
Miscellaneous 10

APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION 11

APPENDIX II - EXPLANATORY STATEMENT 13

NOTICE OF ANNUAL GENERAL MEETING 17

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:

"2025 AGM" the AGM held on 1 August 2025

"2026 AGM" the AGM to be held at Training Room 1, Level 3, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong on Friday, 7 August 2026 at 11:00 a.m. or its adjournment (as the case may be) to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting, which is set out on pages 17 to 22 of this circular

"AGM" the annual general meeting of the Company

"Annual Report" the annual report of the Company for the Year

"Articles" the second amended and restated memorandum and the third amended and restated articles of association of the Company (as adopted by special resolution dated 1 August 2025) as amended and/or restated from time to time

"Audit Committee" the audit committee of the Company

"Auditors" the auditors of the Company

"Board" the board of Directors

"CCASS" has the meaning ascribed thereto under the GEM Listing Rules

"Chairman" the chairman of the Board

"Chief Executive Officer" the chief executive officer of the Company

"close associate(s)" has the meaning ascribed thereto under the GEM Listing Rules

"Company" MS Concept Limited, an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed and traded on GEM (Stock code: 8447)

"controlling shareholder(s)" has the meaning ascribed thereto under the GEM Listing Rules

"core connected person(s)" has the meaning ascribed thereto under the GEM Listing Rules

"Director(s)" the director(s) of the Company

"Executive Director(s)" the executive Director(s)

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

MS CONCEPT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8447)

Executive Directors:
Mr. Kwong Tai Wah
(Chairman and Chief Executive Officer)
Ms. Kwong Man Yui (Vice Chairlady)
Mr. Lam On Fai

Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Independent Non-Executive Directors:
Mr. Lai Ming Fai Desmond
Dr. Cheng Lee Lung
Mr. Kwok Yiu Chung

Headquarters and Principal Place of Business in Hong Kong:
Room 1409-10, 14/F.
Hong Kong Plaza
186-191 Connaught Road West
Hong Kong

7 July 2026

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES, SELL TREASURY SHARES AND REPURCHASE SHARES;
(2) RE-ELECTION OF RETIRING DIRECTORS;
(3) RE-APPOINTMENT OF AUDITORS;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors will propose at the 2026 AGM the resolutions for, among other matters, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; (iii) the proposed re-election of the retiring Directors; and (iv) the re-appointment of the Auditors.

The purpose of this circular is to give you notice of the 2026 AGM and provide you with information regarding the above resolutions to be proposed at the 2026 AGM, to enable you to make an informed decision on whether to vote for or against those resolutions.

LETTER FROM THE BOARD

ISSUE MANDATE

At the 2025 AGM, a general and unconditional mandate was granted to the Directors to allot, issue and deal with additional Shares, where such mandate will lapse at the conclusion of the 2026 AGM. Therefore, an ordinary resolution will be proposed at the 2026 AGM to grant the Issue Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the Issue Mandate, based on the 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued, repurchased and/or cancelled after the Latest Practicable Date and up to the date of the 2026 AGM, the Directors will be authorised to allot, issue and deal with additional Shares and/or to sell or transfer Treasury Shares (if any) up to a total of 200,000,000 Shares, being 20% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of the resolution in relation thereto. The Issue Mandate, if granted at the 2026 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REPURCHASE MANDATE

At the 2025 AGM, a general and unconditional mandate was granted to the Directors to exercise the power of the Company to repurchase Shares, where such mandate will lapse at the conclusion of the 2026 AGM. Therefore, an ordinary resolution will be proposed at the 2026 AGM to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate, based on the 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares will be issued, repurchased and/or cancelled after the Latest Practicable Date and up to the date of the 2026 AGM, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 100,000,000 Shares, being 10% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of the resolution in relation thereto. The Repurchase Mandate, if granted at the 2026 AGM, will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate. Neither the explanatory statement nor the proposed granting of the Repurchase Mandate has any unusual features.

EXTENSION OF ISSUE MANDATE TO ISSUE SHARES

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2026 AGM to extend the Issue Mandate to include the number of Shares repurchased under the Repurchase Mandate.

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of three Executive Directors, namely Mr. Kwong Tai Wah, Ms. Kwong Man Yui ("Ms. Kwong") and Mr. Lam On Fai; and three INEDs, namely Mr. Lai Ming Fai Desmond ("Mr. Lai"), Dr. Cheng Lee Lung and Mr. Kwok Yiu Chung ("Mr. Kwok").

Article 84(1) of the Articles provides that at each AGM, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third of the Directors shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. According to article 84(2) of the Articles, the Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the AGM shall retire by rotation at such AGM. Any further Directors so to retire shall be those who have been the longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Lai and Mr. Kwok (collectively, the "Retiring Directors") shall retire by rotation at the 2026 AGM and, being eligible, will offer themselves for re-election at the 2026 AGM.

Procedure and Process for Nomination of Directors

The Nomination Committee will recommend to the Board for the appointment of a Director (including an INED) in accordance with the following procedures and process:

(a) The Nomination Committee will, giving due consideration to the current composition and size of the Board, develop a list of desirable skills, perspectives and experience at the outset to focus the search effort;

(b) The Nomination Committee may consult any source it considers appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from a third party agency firm and proposals from the Shareholders, with due consideration given to the criteria which include but are not limited to:

(i) diversity in the aspects of, amongst others, gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;

(ii) commitment to responsibilities of the Board in respect of available time and relevant interest;

(iii) qualifications, including accomplishment and experience in the relevant industries in which the Group's business is involved;

(iv) independence of the INEDs;

(v) reputation for integrity;

LETTER FROM THE BOARD

(vi) potential contributions that the individual can bring to the Board; and
(vii) plan(s) in place for the orderly succession of the Board;

(c) The Nomination Committee may adopt any process it considers appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third party reference checks;
(d) The Nomination Committee will consider a broad range of candidates who are in and outside of the Board's network of contacts;
(e) Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment;
(f) The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee to consider the remuneration package of such selected candidate;
(g) The Nomination Committee will thereafter make the recommendation to the Board in relation to the proposed appointment and, where a non-executive Director is considered, the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration;
(h) The Board may arrange for the selected candidate to be interviewed by the members of the Board who are not members of the Nomination Committee, and will thereafter deliberate and decide the appointment; and
(i) All appointment of Directors will be confirmed by the filing of the consent to act of the relevant Director (or any other similar filings requiring the relevant Director to acknowledge or accept the appointment as Director, as the case may be) with the relevant regulatory authorities, if required.

Recommendations of the Nomination Committee

The Nomination Committee had, among other matters, evaluated the skill, experience, background, expertise and performance of each of the Retiring Directors during the period from their respective dates of appointment to 31 March 2026 and found their performance satisfactory.

The Nomination Committee has also assessed and reviewed the annual written confirmation of independence received from each of the INEDs based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules, and confirmed that all of them remain independent.

Based on the background of Mr. Lai and Mr. Kwok including but not limited to gender, cultural and educational background, ethnicity, professional experience, skills and knowledge, the Nomination Committee has assessed that Mr. Lai and Mr. Kwok can contribute to the diversity of the Board.

LETTER FROM THE BOARD

Having considered the above aspects and in view of the contributions that Mr. Lai and Mr. Kwok have made to the Board, the Nomination Committee believes that each of their re-election as an INED will be in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Nomination Committee recommended to the Board that both the Retiring Directors stand for re-election as Directors at the 2026 AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the 2026 AGM.

The biographical details of each of the Retiring Directors to be re-elected at the 2026 AGM are set out in Appendix I to this circular in accordance with the relevant requirements under the GEM Listing Rules.

RE-APPOINTMENT OF AUDITORS

The Audit Committee has recommended to the Board for the re-appointment of HLB Hodgson Impey Cheng Limited as the Auditors for the year ending 31 March 2027.

The estimated audit fee agreed with HLB Hodgson Impey Cheng Limited for the audit of the Company's financial results for the year ending 31 March 2027 ranged between HK$500,000 and HK$550,000. This estimate is based on discussions between the Company and HLB Hodgson Impey Cheng Limited, taking into account various factors, including (i) the Company's size, complexity and risk profile; (ii) the proposed work scope; (iii) the proposed audit timetable and (iv) the auditor's resources required to perform the audit, which are expected to be similar to those in the financial year ended 31 March 2026. The estimated audit fee is based on the facts and circumstances known at the relevant time and is provided for illustrative purposes only. The estimated audit fee may be subject to adjustment prior to the final determination by the Company and HLB Hodgson Impey Cheng Limited.

The Board, upon the recommendation of the Audit Committee, proposed to re-appoint HLB Hodgson Impey Cheng Limited as the Auditors and to hold office until the conclusion of the next AGM of the Company.

Shareholders' approval to delegate the authority to the Directors to determine the Auditors' remuneration for the year ending 31 March 2027 is required at the AGM.

2026 AGM

The Company will convene the 2026 AGM at Training Room 1, Level 3, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong on Friday, 7 August 2026 at 11:00 a.m., at which the resolutions will be proposed for the purpose of considering and, if thought fit, approving, among others, (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; (iii) the re-election of the Retiring Directors; and (iv) the re-appointment of the Auditors. The notice convening the 2026 AGM is set out on pages 17 to 22 of this circular.

LETTER FROM THE BOARD

This circular together with the form of proxy will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (www.mrsteak.com.hk) for at least seven days from the date of publication. If you are not able or do not intend to attend the 2026 AGM in person and wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event, not later than 48 hours before the time appointed for holding the 2026 AGM (i.e. Wednesday, 5 August 2026 at 11:00 a.m.) or its adjournment (as the case may be). Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the 2026 AGM or its adjournment should he/she/it so wish. If the Shareholder attends and votes at the 2026 AGM, the instrument appointing the proxy will be deemed to have been revoked.

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the 2026 AGM and contained in the notice of the 2026 AGM will be voted by way of a poll by the Shareholders.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement herein misleading.

RECOMMENDATION

The Directors consider that (i) the grant of the Issue Mandate and the Repurchase Mandate, (ii) the extension of the Issue Mandate to include Shares repurchased under the Repurchase Mandate; (iii) the re-election of the Retiring Directors; and (iv) the re-appointment of the Auditors as set out in the notice of the 2026 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the 2026 AGM as set out in the notice of the 2026 AGM on pages 17 to 22 of this circular.

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board

MS Concept Limited

Kwong Tai Wah

Chairman and Executive Director

10

APPENDIX I

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors who will retire as required by the Articles and the GEM Listing Rules and, being eligible, are proposed to be re-elected at the 2026 AGM.

Mr. Lai Ming Fai Desmond ("Mr. Lai")

Mr. Lai, aged 53, was appointed as an INED on 23 March 2018 and is the chairman of the Audit Committee and a member of the Remuneration Committee. Mr. Lai is currently the head of business development and marketing of WWC, P.C., an international certified public accounting firm specialising in initial public offerings and capital market transactions in the United States. Mr. Lai was the chief financial officer of Asia Television Digital Media Limited, a wholly-owned subsidiary of Asia Television Holdings Limited, a company listed on the Stock Exchange (stock code: 707) and the chief operating officer of a major real estate development subsidiary under Lai Fung Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1125). Prior to the above, Mr. Lai held senior positions at international accounting firms, leading audit and management consulting practices in various business sectors and markets. Mr. Lai obtained his Bachelor's degree of Commerce in Accounting and Finance from the University of New South Wales in Australia. He is a fellow member of CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants.

Mr. Lai has entered into a letter of appointment with the Company for a term of three years commencing on 23 March 2024, which may be terminated by not less than one month's notice served by either party on the other, and is subject to the termination provisions therein and the provisions on retirement by rotation of Directors as set out in the Articles. Mr. Lai is entitled to an annual remuneration of HK$198,000 which was determined by the Board by reference to his duties and responsibilities within the Group and the Board's corporate goals and objectives, and may be adjusted by the Board subject to the review and recommendations by the Remuneration Committee having regard to the Company's operating results, his performance, duties and responsibilities within the Group and comparable market statistics. The aggregate emolument of Mr. Lai received from the Group for the Year amounted to HK$198,000. Further details of Mr. Lai's remuneration are set out in Note 11 to the consolidated financial statements in the Annual Report.

11

APPENDIX I

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Kwok Yiu Chung ("Mr. Kwok")

Mr. Kwok, aged 63, was appointed as an INED on 23 March 2018 and is the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. Mr. Kwok was the chief executive officer of CBK Holdings Limited, a company listed on GEM of the Stock Exchange (stock code: 8428) from October 2016 to November 2020. Mr. Kwok has been appointed to various positions of the Hong Kong Federation of Restaurants & Related Trades (香港餐飲聯業協會) (the "Federation") since 2007 and was a director of the Federation.

Mr. Kwok has entered into a letter of appointment with the Company for a term of three years commencing on 23 March 2024, which may be terminated by not less than one month's notice served by either party on the other, and is subject to the termination provisions therein and the provisions on retirement by rotation of Directors as set out in the Articles. Mr. Kwok is entitled to an annual remuneration of HK$198,000 which was determined by the Board by reference to his duties and responsibilities within the Group and the Board's corporate goals and objectives, and may be adjusted by the Board subject to the review and recommendations by the Remuneration Committee having regard to the Company's operating results, his performance, duties and responsibilities within the Group and comparable market statistics. The aggregate emolument of Mr. Kwok received from the Group for the Year amounted to HK$198,000. Further details of Mr. Kwok's remuneration are set out in Note 11 to the consolidated financial statements in the Annual Report.

Save as disclosed above, each of the Retiring Directors:

(i) had not held any directorship in the last three years in any public company, the securities of which are listed on any securities market in Hong Kong or overseas, and do not have any other major appointments and professional qualifications;

(ii) confirms that as at the Latest Practicable Date, (a) he did not hold other positions in the Company or other members of the Group; (b) he did not have any relationship with any other Directors, senior management, substantial shareholder or controlling shareholder of the Company; and (c) he did not have any interests in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and

(iii) are subject to retirement by rotation and re-election at the AGM in accordance with the Articles.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, save as disclosed herein, there is no other matter with respect to the appointment of the Retiring Directors that needs to be brought to the attention of the Shareholders, and there is no other information relating to the Retiring Directors that is required to be disclosed pursuant to Rules 17.50(2) (h) to (v) of the GEM Listing Rules.

12

APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement as required by Rule 13.08 of the GEM Listing Rules to be given to all Shareholders, containing all information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2026 AGM granting the Repurchase Mandate. Neither the explanatory statement nor the proposed granting of the Repurchase Mandate has any unusual features.

1. SHAREHOLDERS' APPROVAL

All proposed repurchase of fully paid-up Shares on the Stock Exchange by the Company must be approved in advance by the Shareholders by an ordinary resolution of the Company, either by way of a general mandate or by a specific approval to the Directors.

1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

Under the GEM Listing Rules, the Company is prohibited from knowingly purchasing Shares on the Stock Exchange from a core connected person.

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,000,000,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Repurchase Mandate, and assuming that no further Shares will be issued, repurchased and/or cancelled after the Latest Practicable Date and up to the date of passing such resolution at the 2026 AGM, the Directors would be authorised to exercise the power of the Company to repurchase up to a maximum of 100,000,000 Shares, representing 10% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of passing the relevant resolution. The Repurchase Mandate will end at the earliest of (i) the conclusion of the next AGM; (ii) the expiration of the period within which the next AGM is required to be held by the Articles or any applicable laws of the Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

APPENDIX II

EXPLANATORY STATEMENT

4. REASONS FOR REPURCHASES

The Directors consider that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share, and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

Subject to the compliance with the GEM Listing Rules and all applicable laws and regulations, the Company may cancel any Shares it repurchased and/or hold such Shares as Treasury Shares for subsequent sale or transfer, subject to consideration of factors including market conditions and the Group's capital management needs at the relevant time of the repurchases. In any event, the Company has no present intention to cancel any Shares repurchased and/or hold such Shares as Treasury Shares upon any repurchase.

5. FUNDING OF REPURCHASES

Under the GEM Listing Rules, a listed company may not repurchase its own shares listed on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's funds legally available in accordance with the GEM Listing Rules, the laws of the Cayman Islands and the Articles of Association for such purpose.

6. IMPACT ON WORKING CAPITAL OR GEARING POSITION

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital or gearing position of the Company as compared with the position of the Company as disclosed in the audited consolidated financial statements for the Year contained in the Annual Report. In any event, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company, which in the opinion of the Directors is from time to time appropriate for the Company.

APPENDIX II

EXPLANATORY STATEMENT

7. SHARE PRICES

The highest and lowest market prices at which the Shares had been traded on GEM during each of the previous twelve months and up to the Latest Practicable Date were as follows:

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

To the best of the Directors' knowledge having made all reasonable enquiries, none of the Directors nor their respective close associate(s) have any present intention to sell to the Company or any member of the Group any Shares, in the event Repurchase Mandate is approved at the 2026 AGM.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

To the extent that any Treasury Shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that: (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

APPENDIX II

EXPLANATORY STATEMENT

10. EFFECT OF THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, Future More Company Limited (“Future More”) was beneficially interested in 750,000,000 Shares, representing 75% of the total number of issued Shares (excluding Treasury Shares, if any). Future More is beneficially owned as to 14% by Mr. Kwong Tai Wah (“Mr. Kwong”), an Executive Director and the Chairman, 18% by Ms. Ip Yin King Ingrid (“Ms. Ingrid Ip”), 18% by Ms. Kwong Man Yui (“Ms. Kwong”), an Executive Director and the Vice Chairlady, 25% by Mr. Kwong Tai Wing Joseph (“Mr. Joseph Kwong”) and 25% by Ms. Kwong Ching Yee Melanie (“Ms. Melanie Kwong”), respectively. Pursuant to a concert party deed dated 23 November 2017 and executed by Mr. Kwong, Ms. Ingrid Ip, Ms. Kwong, Mr. Joseph Kwong and Ms. Melanie Kwong, each of them has agreed and confirmed, among other things, that they have been parties acting in concert in relation to the Group since 23 November 2017 and will continue to act in the same manner in the Group upon the Listing. By virtue of the SFO, Mr. Kwong, Ms. Ingrid Ip, Ms. Kwong, Mr. Joseph Kwong and Ms. Melanie Kwong are deemed to be interested in 750,000,000 Shares held by Future More, representing 75% of the total number of issued Shares (excluding Treasury Shares, if any). In the event that the Directors exercise in full the Repurchase Mandate, the interests in the Company of each of Future More, Mr. Kwong, Ms. Ingrid Ip, Ms. Kwong, Mr. Joseph Kwong and Ms. Melanie Kwong would be increased to approximately 83.33% of the total number of the issued Shares (excluding Treasury Shares, if any) and such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Repurchase Mandate.

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will result in the aggregate amount of the issued Shares in the public hands falling below the minimum prescribed percentage of public float of 25% as required by the GEM Listing Rules. The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the percentage of public float being reduced to less than 25% of the issued Shares (excluding Treasury Shares, if any).

11. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date up to the Latest Practicable Date.

NOTICE OF ANNUAL GENERAL MEETING

MS CONCEPT LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8447)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of MS Concept Limited (the "Company", together with its subsidiaries, the "Group") will be held at Training Room 1, Level 3, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong on Friday, 7 August 2026 at 11:00 a.m. (or the adjournment thereof) (the "AGM") for the following purposes:

AS ORDINARY BUSINESSES

1. To consider and receive the audited consolidated financial statements of the Group and the reports of the directors and independent auditors of the Company for the year ended 31 March 2026;

2. (a) To re-elect Mr. Lai Ming Fai Desmond as an independent non-executive director of the Company; and

(b) To re-elect Mr. Kwok Yiu Chung as an independent non-executive director of the Company;

1. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending 31 March 2027;

2. To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditors of the Company and authorise the Board to fix its remuneration;

3. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) of this Resolution below and pursuant to the Rules (the "GEM Listing Rules") Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the "Shares") or securities convertible into or exchangeable for Shares, or options or warrants, for similar rights to subscribe for any Shares and/or to sell or transfer treasury shares (with the meaning ascribed thereto under the GEM Listing Rules and as amended from time to time) of the Company (the "Treasury Shares") and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) of this Resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined below);

(c) the aggregate number of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) and Treasury Shares sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the Directors pursuant to the approval in paragraph (a) of this Resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles") in force from time to time; or (iv) an issue of Shares upon the exercise of the subscription rights attaching to any convertible securities or similar rights which may be issued by the Company from time to time, shall not exceed 20% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of the passing of this Resolution and such approval shall be limited accordingly; and

(d) for the purposes of this Resolution:

"Relevant Period" means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or the applicable laws of the Cayman Islands; or

(iii) the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the shareholders of the Company (the "Shareholders") in a general meeting.

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other similar instruments giving the rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company or any recognised regulatory body or any stock exchange applicable to the Company).

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (b) of this Resolution below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase the issued shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Commission”) and the Stock Exchange for this purpose, subject to and in accordance with the applicable laws of the Cayman Islands, the Code on Takeovers and Mergers and Share Buy-backs approved by the Commission and the requirements of the GEM Listing Rules, be and is hereby generally and unconditionally approved;

(b) the aggregate number of the Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution above during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of the passing of this Resolution and the authority pursuant to paragraph (a) of this Resolution above shall be limited accordingly; and

(c) for the purposes of this Resolution:

“Relevant Period” means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or the applicable laws of the Cayman Islands; or

(iii) the date on which the authority set out in this Resolution is revoked and varied by way of an ordinary resolution by the Shareholders in a general meeting.”

19

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“THAT conditional upon Resolutions numbered 5 and 6 set out in this notice convening the AGM (the “Notice”) being passed, the general and unconditional mandate granted to the Directors pursuant to Resolution numbered 5 set out in the Notice be and is hereby extended by the addition thereto of an amount representing the aggregate number of the Shares repurchased under the authority granted pursuant to Resolution numbered 6 set out in the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares (excluding Treasury Shares, if any) as at the date of passing this Resolution.”

By order of the Board

MS Concept Limited

Kwong Tai Wah

Chairman and Executive Director

Hong Kong, 7 July 2026

Registered Office:

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman, KY1-1111

Cayman Islands

Headquarters and Principal Place of Business in Hong Kong:

Room 1409-10, 14/F.

Hong Kong Plaza

186-191 Connaught Road West

Hong Kong

Notes:

1. Any member of the Company (the “Member”) entitled to attend and vote at the AGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and vote instead of him/her/it. A proxy needs not be a Member but must be present in person at the AGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which such proxy is so appointed.

2. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the AGM if he/she/it so wishes. In the event of a Member who has lodged a form of proxy attending the AGM in person, the form of proxy will be deemed to have been revoked.

3. In order to be valid, the duly completed and signed form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed certified copy of such power or authority, at the office of the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible, but in any event not later than 48 hours before the time appointed for holding the AGM (i.e. Wednesday, 5 August 2026 at 11:00 a.m.) or its adjournment (as the case may be).

NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement of the Members to attend and vote at the AGM, the register of members of the Company (“Register of Members”) will be closed from Monday, 3 August 2026 to Friday, 7 August 2026 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending and voting at the AGM, non-registered Members must lodge all transfer documents, accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar and transfer office, 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 Friday, 31 July 2026. The record date for the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM is Friday, 7 August 2026.

2. In relation to the proposed Resolution numbered 2 above, Mr. Lai Ming Fai Desmond and Mr. Kwok Yiu Chung will retire as Directors at the AGM and, being eligible, offer themselves for re-election. Details of the above Directors are set out in Appendix I to the Company’s circular dated 7 July 2026 (the “Circular”).

3. In relation to the proposed Resolution numbered 4 above, the board of Directors (the “Board”) concurs with the views of the audit committee of the Company and has recommended that HLB Hodgson Impey Cheng Limited be re-appointed as the independent auditors of the Company.

4. In relation to the proposed Resolution numbered 5 above, approval is being sought from the Members for the grant of a general and unconditional mandate to authorise the Directors to allot, issue and deal with additional Shares and/or to sell or transfer Treasury Shares under GEM Listing Rules. The Directors have no immediate plans to allot, issue and deal with any new Shares and/or to sell or transfer any Treasury Shares (if any).

5. In relation to the proposed Resolution numbered 6 above, the Directors wish to state that they will exercise the powers of the Company conferred thereby to repurchase Shares only in the circumstances which they consider appropriate for the benefit of the Company and the Members as a whole. As required by the GEM Listing Rules, an explanatory statement containing the information necessary to enable the Members to make an informed decision on whether to vote on the proposed resolution is set out in Appendix II to the Circular.

6. In compliance with Rule 17.47(4) of the GEM Listing Rules, voting on all proposed resolutions set out in this Notice will be decided by way of a poll. The Company will announce the results of the poll for the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

7. Where there are joint holders of any Share, any one of such joint holders may vote at the AGM, 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 AGM personally or by proxy, that one of such joint holders so present whose name stands first in the Register of Members in respect of the joint holding shall alone be entitled to vote in respect thereof.

8. (a) Subject to paragraph (b) below, if a tropical cyclone typhoon signal no. 8 is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the AGM, the AGM will be postponed and the Members will be informed of the date, time and venue of the postponed AGM by an announcement posted on the respective websites of the Company and the Stock Exchange.

(b) If a black rainstorm warning signal is cancelled at or before three hours before the time fixed for holding the AGM and where conditions permit, the AGM will be held as scheduled.

(c) The AGM will be held as scheduled when a tropical cyclone typhoon signal no. 3 is hoisted or an amber or red rainstorm warning signal is in force.

(d) After considering their own situations, the Members should decide on their own as to whether they would attend the AGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

1. The translation into Chinese language of this Notice is for reference only. In case of any inconsistency, the English version shall prevail.

21

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the executive directors of the Company are Mr. Kwong Tai Wah (Chairman and Chief Executive Officer), Ms. Kwong Man Yui (Vice Chairlady) and Mr. Lam On Fai; and the independent non-executive directors of the Company are Mr. Lai Ming Fai Desmond, Dr. Cheng Lee Lung and Mr. Kwok Yiu Chung.

This notice, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange (www.hkexnews.hk) for at least seven days from the date of its publication. This notice will also be published on the website of the Company (www.mrsteak.com.hk).

In the case of inconsistency, the English version of this notice shall prevail over the Chinese version.

22