Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2004

Jan 29, 2004

IMPORTANT

If you are in 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 (“Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee 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 (“Stock Exchange”) 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)

Executive Directors: Wong Chi Ming, Jeffry (Chairman) Lui Ching Han, Magda Chung Yuk Lun

Independent non-executive Directors: Lee Pak Chung Chen Nien Chong

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

Principal office in Hong Kong: Room 1825, 18th Floor Hutchison House 10 Harcourt Road Central, Hong Kong 29 January 2004

To the Shareholders

Dear Sir or Madam

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

1. INTRODUCTION

The Company’s existing mandates to allot and issue shares and to repurchase shares were approved by its shareholders at the annual general meeting held on 28 May 2003. Unless otherwise renewed, the existing mandates to allot and to issue shares and to repurchase shares will lapse at

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the conclusion of the forthcoming annual general meeting (“ 2004 Annual General Meeting ”) of the Company convened to be held on Monday, 8 March 2004 at 9:00 a.m..

In order to ensure flexibility when it is desirable to allot and issue additional shares or to repurchase shares, the directors (“ Directors ”) of the Company will seek the approval of shareholders to grant new general mandates at the 2004 Annual General Meeting.

Accordingly, proposal will be put forward at the 2004 Annual General Meeting, among other businesses, for the following resolutions nos. 4 to 6 (“ Ordinary Resolution No. 4, 5 and 6 ” respectively) as set out in the notice of 2004 Annual General Meeting:

• (a) to grant a general mandate (“ Issue Mandate ”) to the Directors to exercise the power of the Company to allot, issue and otherwise deal with new shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the Ordinary Resolution No.4;

• (b) to grant a general mandate (“ Repurchase Mandate ”) to the Directors to exercise the power of the Company to repurchase the fully paid up shares on the Stock Exchange representing up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the Ordinary Resolution No. 5; and

• (c) to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the Issue Mandate as extended (“ Extension Mandate ”) by adding thereto the aggregate nominal amount of share capital of the Company repurchased under the Repurchase Mandate.

2. THE ISSUE MANDATE

The Directors have no immediate plans to allot and issue any new shares other than shares which may fall to be issued under the share option scheme(s) of the Company or pursuant to any scrip dividend scheme or under similar arrangement which may be approved by the shareholders of the Company from time to time.

The Company has in issue an aggregate of 650,000,000 shares of HK$0.01 each as at 26 January 2004, being the latest practicable date prior to the printing of the circular for inclusion of certain information herein (“ Latest Practicable Date ”). Subject to the passing of Ordinary Resolution No. 4 and in accordance with the terms therein, the Company would be allowed to issue new shares up to the aggregate nominal amount of a maximum of 130,000,000 shares on the basis that no further shares will be issued or repurchased before and up to the date of 2004 Annual General Meeting.

3. THE REPURCHASE MANDATE

The Rules Governing the Listing of Securities on the Stock Exchange (“ Main Board Rules ”) contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange. The Company is required to give to its shareholders all information which is reasonably necessary to enable them to make an informed decision as to whether to vote for or against the resolution to renew the grant of the Repurchase Mandate. For this purpose, this circular is prepared together with the explanatory statement required by the Main Board Rules as set out in the Appendix.

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4. ACTION TO BE TAKEN

On pages 10 to 14 of the annual report of the Company in respect of the financial year ended 30 September 2003 is the notice of the 2004 Annual General Meeting. At the 2004 Annual General Meeting, as part of its special businesses, ordinary resolutions will be proposed to shareholders for considering, and if thought fit, approving the grant of the Issue Mandate, Repurchase Mandate and Extension Mandate to the Directors.

Whether or not you intend to attend the 2004 Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrars, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the 2004 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the 2004 Annual General Meeting or any adjournment thereof if you so wish.

5. RECOMMENDATION

The Directors believe that the Issue Mandate, the Repurchase Mandate and the Extension Mandate are in the best interests of the Company and its shareholders. An exercise of the powers under the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company. Such an exercise will only be made when the Directors believe that repurchase of shares will benefit the Company and its shareholders as a whole.

The Directors consider that an exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and/or gearing position of the Company compared with that as at 30 September 2003, being the date of its latest audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing of the Company.

The Directors also believe that an exercise of the Issue Mandate and the Extension Mandate will enable the Company to raise additional capital as and when required with flexibility to match with the market conditions.

Accordingly, the Directors recommend that all shareholders of the Company should vote in favour of the related resolutions to be proposed at the 2004 Annual General Meeting for approving the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate.

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

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EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Main Board Rules, to provide requisite information to you for consideration as to whether to vote for or against the ordinary resolution to be proposed at the 2004 Annual General Meeting for granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Main Board Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 650,000,000 shares of HK$0.01 each.

Subject to the passing of the Ordinary Resolution no. 5 and in accordance with the terms therein, on the basis that no shares are issued or repurchased by the Company before and up to the date of 2004 Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase fully paid shares up to the aggregate nominal amount of a maximum of 65,000,000 Shares.

2. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and its shareholders for the Directors to have general authority from its shareholders to enable the Company to repurchase its Shares on the Stock Exchange as and when required. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and its shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchase must be funded out of funds which are legally available for such purpose in accordance with the memorandum and articles of association of the Company and the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (“ Companies Law ”). The 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 the Cayman Islands law, repurchases by the 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 under certain circumstances . 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 under certain circumstances.

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EXPLANATORY STATEMENT

APPENDIX

4. POSSIBLE MATERIAL ADVERSE IMPACT

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 2003, being the date of its latest audited consolidated financial statements. Therefore, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the appropriate working capital requirements or the gearing position of the Company as they would consider from time to time.

The number of shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
January 2003	0.275	0.210
February 2003	0.235	0.170
March 2003	0.171	0.155
April 2003	0.160	0.135
May 2003	0.186	0.140
June 2003	0.180	0.135
July 2003	0.199	0.136
August 2003	0.335	0.187
September 2003	0.410	0.250
October 2003	0.280	0.180
November 2003	0.228	0.172
December 2003	0.270	0.215

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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 Rule 32 of the Hong Kong Code on Takeovers and Mergers (“ Takeovers Code ”). As a result, a shareholder or group of shareholders acting in concert could, depending on the level of such increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX

As at the Latest Practicable Date, so far is known to the Directors and according to the register of interests and short positions of substantial shareholders maintained by the Company pursuant to section 336 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) 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, and if the Repurchase Mandate were exercised in full, the percentage of shareholding of Equity Base Holdings Limited before and after such repurchase based on the issued share capital as at the Latest Practicable Date is 64% and would be increased to approximately 71.11% respectively.

On the basis of the aforesaid increase of shareholding held by Equity Base Holdings Limited, the Directors are not aware of any consequences of such repurchases of shares that would result in Equity Base Holdings Limited or any other shareholder, or group of shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 and 32 of the Takeovers Code if the Repurchase Mandate were exercised in full. Moreover, 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. SHARE REPURCHASE MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Company’s shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

8. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate pursuant to the relevant resolutions of the Company and in accordance with the Main Board Rules and the applicable laws of the Cayman Islands and as permitted by the regulations in the memorandum and articles of association of the Company.

9. DIRECTORS’ DEALINGS

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, any of their associates, have any present intention to sell to the Company or its subsidiaries any of the shares if the Repurchase Mandate is approved at the 2004 Annual General Meeting and exercised.

10. CONNECTED PERSONS

No connected person of the Company has notified the Company that he or she 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 or her to the Company in the event that the Repurchase Mandate is granted.

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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)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 9:00 a.m. on Monday, 8 March 2004 at Business Centre Meeting Room, PM/F, The Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong (or any adjournment thereof).

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 (“Company”) hereby appoint the Chairman of the annual general meeting (“Meeting”) of the Company or

of

to act as my/our proxy (note c) to attend on my/our behalf at the Meeting to be held at 9:00 a.m. on Monday, 8 March 2004 at Business Centre Meeting Room, PM/F, The Empire Hotel Hong Kong, 33 Hennessy Road, Wanchai, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and to vote on my/our behalf as directed below.

Please put a “ ” in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d) .

	FOR	AGAINST
1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditors of the Company for the year ended 30 September 2003
2. (a) To re-elect Mr. Chen Nien Chong as director
(b) To authorise the board of directors of the Company to fix the directors’ remuneration
3. To re-appoint the Company’s auditors and authorise the board of directors of the Company to fix their remuneration
4. To grant a general mandate to the directors of the Company to allot, issue and otherwise deal with Company’s shares
5. To grant a general mandate to the directors of the Company to purchase the Company’s shares
6. To extend the general mandate granted to the directors to issue shares in the capital of the Company with an amount representing the aggregate amount of the share capital of the Company repurchased pursuant to the foregoing resolution no. 5

Dated

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

Notes:

• a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• 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 a person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the annual general meeting (“Meeting”) of the Company or” and insert the name and address of the person appointed as your proxy in the space provided.

• d) If you wish to vote for any of the resolutions set out above, please tick (“ “) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“ “) the boxes marked “Against”. If the 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. For details of the resolutions indicated above, please refer to the notice of meeting dated 20 January 2004 in the 2003 annual report of the Company.

• 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 holders whose name stands first on the register of members in respect of the relevant joint holding shall alone 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 or attorney 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 registrar, Tengis Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjourned meeting.

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

• i) Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

• for identification purpose only