Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2003

May 27, 2003

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ming Fung Jewellery Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

AND

GRANT OF GENERAL MANDATES FOR THE ALLOTMENT AND ISSUE OF SHARES AND THE REPURCHASE OF SHARES

A notice convening the extraordinary general meeting of the Company to be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Friday, 27 June 2003 at 10:00 a.m. is set out on pages 10 to 14 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the meeting to the office of the Company’s branch registrar in Hong Kong, Tengis Limited at G/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

26 May 2003

* For identification purpose only

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Share Option Scheme – Renewal of 10% general limit . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandate to issue Shares and to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . .	4
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .	6
Notice of the Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

— i —

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

— ii —

DEFINITIONS

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

• “associate(s)”

has the same meaning as defined in the Listing Rules

• “Board”

the board of Directors

• “Companies Law”

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company”

• Ming Fung Jewellery Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

• “connected person”

has the same meaning as defined in the Listing Rules

• “Directors” directors of the Company

• “Eligible Employee”

• any employee (whether full time or part time, including any executive director but excluding any non-executive director) of the Company, any subsidiary or any Invested Entity

• “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be convened and held on 27 June 2003 at 10:00 a.m. at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong, notice of which is set out on pages 10 to 14 of this circular and any adjournment thereof

• “General Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares as set out in resolutions numbered 2 and 4 in the notice convening the Extraordinary General Meeting

• “Group” the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Invested Entity”

• any entity in which any member of the Group holds any equity interest

• “Latest Practicable Date”

• 23 May 2003, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

— iii —

DEFINITIONS

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares as set out in resolution numbered 3 in the notice convening the Extraordinary General Meeting

• “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Share Option Scheme” the share option scheme of the Company adopted on 12 August 2002

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subsidiary” a company which is for the time being and from time to time as subsidiary (within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)) of the Company, whether incorporate in Hong Kong, the Cayman Islands or elsewhere

• “HK$” Hong Kong dollars

• “US$” United States dollars “%” per cent.

— iv —

LETTER FROM THE BOARD

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

Executive Directors: Mr. Wong Chi Ming, Jeffry Ms. Lui Ching Han, Magda Mr. Chung Yuk Lun

Independent non-executive Directors: Mr. Lee Pak Chung Mr. Chen Nien Chong Mr. Chan Bing Kwong, Henry

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681GT George Town, Grand Cayman Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: Room 1825, 18th Floor Hutchison House 10 Harcourt Road Central Hong Kong 26 May 2003

To the Shareholders

Dear Sir or Madam,

RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND

GRANT OF GENERAL MANDATES FOR THE ALLOTMENT AND ISSUE OF SHARES AND THE REPURCHASE OF SHARES

INTRODUCTION

The Company adopted the Share Option Scheme pursuant to an ordinary resolution passed by written resolutions of all the shareholders of the Company on 12 August 2002. Under the rules of the Share Option Scheme, the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme is limited to 10% of the Company’s issued share capital upon completion of the share offer and the capitalisation issue at the time dealings in the Shares commenced on the Stock Exchange on 3 September 2002.

— 1 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 65,000,000 Shares have been granted under the Share Option Scheme. Unless the 10% general limit is “refreshed”, no more Shares may be issued pursuant to the grant of further options under the Share Option Scheme. The Directors consider that it is in the interest of the Company to “refresh” such 10% general limit to permit the grant of further options under the Share Option Scheme.

The purpose of this circular is to (i) present the proposals for the renewal of the 10% general limit on the grant of options under the Share Option Scheme and the renewal of the General Mandate and the Repurchase Mandate; and (ii) provide you with the notice of the Extraordinary General Meeting at which the necessary ordinary resolutions will be proposed to consider and, if thought fit, to approve the renewal of the 10% general limit on the grant of options under the Share Option Scheme and the renewal of the General Mandate and the Repurchase Mandate.

SHARE OPTION SCHEME – RENEWAL OF 10% GENERAL LIMIT

According to the written resolutions of all the shareholders of the Company passed pursuant to Article 43 of the Articles of Association of the Company on 12 August 2002, an ordinary resolution was passed by the Shareholders for the adoption of the Share Option Scheme.

Apart from the Share Option Scheme, the Company has no other share option scheme. As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 65,000,000 Shares (representing approximately 10% of the Shares in issue) remain outstanding under the Share Option Scheme.

Under the rules of the Share Option Scheme:

• (1) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares of the Company in issue from time to time;

• (2) the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme and any other share option schemes of the Company is limited to 10% of the Shares of the Company in issue upon completion of the share offer and the capitalisation issue at the time dealings in the Shares commenced on the Stock Exchange on 3 September 2002 (“ General Scheme Limit ”); and

• (3) unless approved by the Shareholders in general meeting, the total number of Shares issued and to be issued upon the exercise of options granted to each participant of the Share Option Scheme and any other share option schemes of the Company (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the share capital of the Company in issue (“ Single Participant Limit ”).

— 2 —

LETTER FROM THE BOARD

The Company may seek approval from the Shareholders in general meeting for refreshing the General Scheme Limit so that the total number of Shares which may be issued upon the exercise of all options granted under the Share Option Scheme and any other share option schemes of the Company shall be re-set at 10% of the Shares of the Company in issue as at the date of the approval of the limit as “refreshed”.

In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the General Scheme Limit as “refreshed”.

The existing General Scheme Limit is 65,000,000 Shares, being 10% of the Shares of the Company in issue upon completion of the share offer and the capitalisation issue at the time dealings in the Shares commenced on the Stock Exchange on 3 September 2002. As at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 65,000,000 Shares have been granted under the Share Option Scheme. All these options were granted on 29 April 2003 and are in accordance with the terms and restrictions of the Share Option Scheme (including the Single Participant Limit).

Out of the options granted on 29 April 2003 under the Share Option Scheme, options carrying the rights to subscribe for a total of 18,000,000 Shares were granted to three suppliers of the Group with the objective to fostering and securing better relationship and obtaining their continue support to the Group and its business. The second part of the options carrying the rights to subscribe for 42,500,000 Shares were granted to eight Eligible Employee of the Group whom are believed by the Directors to have good potential to help and contribute in the expansion of the Group’s business. The remaining options carrying the rights to subscribe for 4,500,000 Shares were granted to a consultant who have provided and will continue to provide business and marketing support to the Group. All the aforesaid grantees of the options fell within the category of eligible participants under the Share Option Scheme.

As at the Latest Practicable Date, (i) none of these options has been exercised and (ii) none of these options has lapsed nor been cancelled. Unless the General Scheme Limit is “refreshed”, no more Shares may be issued pursuant to the grant of further options under the Share Option Scheme.

If the General Scheme Limit is “refreshed”, on the basis of 650,000,000 Shares in issue and assuming that no Shares are issued or repurchased by the Company prior to the Extraordinary General Meeting, the General Scheme Limit will re-set to 65,000,000 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 65,000,000 Shares.

Application has been made to the Listing Committee of the Stock Exchange for the approval of the listing of and permission to deal in the Shares, representing a maximum of 10% of the Shares in issue as at the date of the Extraordinary General Meeting approving the refreshment of the General Scheme Limit.

— 3 —

LETTER FROM THE BOARD

The purpose of the Share Option Scheme is to provide incentives or rewards to employees, customers and suppliers of the Group and other eligible participants of the Share Option Scheme for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. Given the depletion of the existing General Scheme Limit, the Share Option Scheme cannot continue to serve its intended purpose for the benefits of the Group and its Shareholders unless the General Scheme Limit is “refreshed” in accordance with the rules of the Scheme.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will incentivise the eligible participants to contribute to the success of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the Extraordinary General Meeting for “refreshing” the General Scheme Limit.

GENERAL MANDATE TO ISSUE SHARES AND TO REPURCHASE SHARES

At the Extraordinary General Meeting, the Shareholders will be asked to consider and, if thought fit, to grant the General Mandate to enable the Directors to exercise the powers of the Company to allot and issue new Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution.

Ordinary resolutions will also be proposed at the Extraordinary General Meeting for the grant of a new Repurchase Mandate to enable the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange up to 10% of the issued share capital of the Company as at the date of the passing of the resolution and to extend the General Mandate to cover Shares repurchased by the Company.

The mandate for the issue and repurchase of Shares will remain effective until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held or until revoked or varied by an ordinary resolution by the Shareholders, whichever occurs first.

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in appendix I to this circular.

— 4 —

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

Set out on pages 10 to 14 of this circular is a notice convening the Extraordinary General Meeting at which, among other proposed resolutions, an ordinary resolution will be proposed to consider, and if thought fit, to approve the renewal of the 10% general limit on the grant of options under the Share Option Scheme and the renewal of the General Mandate and the Repurchase Mandate.

You will find enclosed a form of proxy for use at the Extraordinary General Meeting. Whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete and return the enclosed form of proxy that is despatched to you together with this circular, in accordance with the instructions printed thereon on or before 10:00 a.m. on 25 June 2003, being not less than 48 hours before the time appointed for holding the Extraordinary General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting if you so wish.

RECOMMENDATION

The Directors consider that the renewal of the 10% general limit on the grant of options under the Share Option Scheme and the renewal of the General Mandate and the Repurchase Mandate are in the best interests of the Company and its Shareholders and recommend Shareholders to vote in favour of ordinary resolutions numbered 1 to 4 set out in the notice of the Extraordinary General Meeting.

DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong during normal business hours until 27 June 2003.

Yours faithfully,

For and on behalf of the board of directors of Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

* For identification purpose only

— 5 —

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the more important of which are summarised below. The Company is empowered by its memorandum and articles of association to repurchase its own securities.

(a) Shareholders’ approval

The Listing Rules provide that all on-market securities repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval with reference to a specific transaction.

(b) Source of funds

Repurchase must be paid out of funds legally available for the purpose and in accordance with the Company’s memorandum and articles of association and the laws of Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under Cayman Islands law, repurchases by a company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose, or, if so authorised by its articles of association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be purchased must be provided for out of profits of the company or out of the company’s share premium account, or, if so authorised by its articles of association and subject to the provisions of the Companies Law, out of capital.

(c) Trading restrictions

Where the securities to be repurchased by a company are shares, such shares must be fully paid shares.

(d) Connected parties

No connected person of the Company has notified the Company that he/she/it has a present intention to sell any securities to the Company nor has any such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

— 6 —

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued shares of the Company comprised 650,000,000 Shares.

Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 4 as set out in the notice convening the Extraordinary General Meeting contained in this circular), and on the basis of 650,000,000 Shares in issue and assuming that no Shares are issued or repurchased by the Company prior to the Extraordinary General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 65,000,00 Shares.

3. REASONS FOR THE REPURCHASE

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

4. FUNDING OF REPURCHASES

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 30 September 2002, the date to which the last audited accounts of the Company were made up. However, the Directors do not intend to make any repurchases to such an extent as would, in circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

— 7 —

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. SHARE PRICES

In each of the previous months since 3 September 2002, being the date of listing of the Shares, the highest and lowest prices at which the Shares have been traded on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2002
September	0.430	0.238
October	0.305	0.202
November	0.260	0.201
December	0.270	0.204
2003
January	0.275	0.210
February	0.235	0.170
March	0.171	0.155
April	0.160	0.135
May_(up to the Latest Practicable Date)_	0.170	0.140

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge and belief, having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the Extraordinary General Meeting and is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum and articles of association of the Company.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Hong Kong Code of Takeovers and Mergers (“ Takeovers Code ”). As a result, a Shareholder or group of Shareholders acting in concert 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.

— 8 —

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, Equity Base Holdings Limited, a company incorporated in the British Virgin Islands and 100% owned by Mr. Wong Chi Ming Jeffry, an executive Director, was interested in 416,000,000 Shares, representing 64% of the entire issued capital of the Company.

Assuming that Equity Base Holdings Limited (being the controlling shareholder of the Company as at the Latest Practicable Date) does not dispose of its Shares or increase its shareholding, if the Repurchase Mandate were exercised in full, the percentage shareholding of Equity Base Holdings Limited before and after such repurchase would be 64% and approximately 71.11% respectively.

On the basis of the shareholding held by Equity Base Holdings Limited set out above, Equity Base Holdings Limited will not be obligated to make a mandatory offer under Rule 26 of the Takeovers Code if the repurchase Mandate is exercised in full. The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise) since 3 September 2002, being the date of listing of the Shares on the Stock Exchange.

— 9 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Ming Fung Jewellery Group Limited (the “ Company ”) will be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Friday, 27 June 2003, at 10:00 a.m. to consider and, if thought fit, passing the following resolutions (with or without modifications) as ordinary resolutions:

Ordinary Resolutions

1. “ THAT pursuant to Clause 8.2(a) of the share option scheme (“ Scheme ”) adopted by the Company on 12 August 2002, approval be and is hereby generally and unconditionally granted for “refreshing” the 10% limit under the Scheme provided that (i) the total number of shares of HK$0.01 each in the capital of the Company which may be issued upon the exercise of all options to be granted under the Scheme and any other share option schemes of the Company under the limit as “refreshed” hereby shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and (ii) options previously granted under the Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the 10% limit as “refreshed” hereby.”

2. “ THAT :

3. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares (“ Shares ”) of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved.

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

— 10 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) 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 scrip dividend or similar arrangements providing for the allotment and 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 in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (d) the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares as approved by the shareholders of the Company in the annual general meeting held on 28 May 2003 to the extent not already exercised be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution); and

• (e) 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 by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands 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;

— 11 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving 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 of the Company 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 outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (a) the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as defined below) of all powers of the Company to purchase shares (“ Shares ”) of HK$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

4. (c) the general mandate granted to the Directors to exercise the powers of the Company to repurchase Shares as approved by the shareholders of the Company in the annual general meeting held on 28 May 2003 to the extent not already exercised be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution); and

5. (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 by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

— 12 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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.”

• “ THAT the directors of the Company be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution numbered 2 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

By order of the board of directors of Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

Hong Kong, 26 May 2003

Head office and principal place of business in Hong Kong: Room 1825, 18th Floor Hutchison House 10 Harcourt Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the extraordinary general meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch registrars, Tengis Limited at G/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. In relation to proposed resolutions no. 2 and 4 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to allot and issue Shares to replace the general mandate to allot and issue Shares granted to the Directors at the annual general meeting held on 28 May 2003 have since been partly/fully exercised. The Directors have no immediate plans to issue new Shares of the Company other than (i) Shares which may fall to be issued upon the exercise of options granted under the share option scheme of the Company or (ii) Shares to be issued pursuant to any scrip dividend scheme of the Company which may be approved by the shareholders of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. In relation to proposed resolution no. 3 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in appendix I to this circular.

2. Capitalised terms used in these notes have the same meanings ascribed to such terms in pages iii and iv of this circular.

3. For identification purpose only

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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING TO BE CONVENED ON FRIDAY, 27 JUNE 2003 AT 10:00A.M..

I/We (note a)

of

being the registered holder(s) of (note b) shares of HK$0.01 each of

MING FUNG JEWELLERY GROUP LIMITED (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or

of

to act as my/our proxy (note c) at the Extraordinary General Meeting of the Company to be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Friday, 27 June 2003 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated (note d) , and, if no such indication is given, as my/our proxy thinks fit.

of such resolutions as hereunder indicated_(note d)_, and, if no such indication is g	iven, as my/our p	roxy thinks fit.
ORDINARY RESOLUTIONS	FOR	AGAINST
1. To approve the “refreshing” of the 10% general limit on the number of shares which may be allotted and issued upon exercise of the options to be granted under the share option scheme adopted on 12 August 2002
2. To grant a general mandate to the directors to issue, allot and otherwise deal with the Company’s shares
3. To grant a general mandate to the directors to repurchase the Company’s shares
4. To extend the mandate granted to the directors under resolution no. 2 to the share capital repurchased by the Company

Dated the day of 2003

Shareholder’s signature (notes e, f, g, h and i)

Notes:

• (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

• (b) 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 in the capital of the Company registered in your name(s).

• (c) A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

• (d) If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.

• (e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall, alone and to the exclusion of the other joint registered holders, be entitled to vote in respect thereof.

• (f) The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer, attorney or other person so authorised.

• (g) To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrars, Tengis Limited, G/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time of the meeting or any adjourned meeting.

• (h) Any alteration made to this form should be initialled by the person who signed the form.

• (i) Completion and return of this form will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish. If you attend and vote at the meeting, the authority of your proxy will be revoked.

• For identification purpose only