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Apollo Future Mobility Group Limited Proxy Solicitation & Information Statement 2005

Jan 31, 2005

49519_rns_2005-01-31_6ea594bc-9ba3-454d-a69c-615dc9982889.pdf

Proxy Solicitation & Information Statement

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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)

(Stock Code: 860)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 9:00 a.m. on Thursday, 3 March 2005 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 Thursday, 3 March 2005 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) .

of proxy for use by shareholders at the annual generMeeting Room, PM/F, The Empire Hotel Hong Kongnote a) al meeting to be con, 33 Hennessy Road, vened at 9:00 a.m. on Thursday, 3 MarchWanchai, Hong Kong (or any adjournme vened at 9:00 a.m. on Thursday, 3 MarchWanchai, Hong Kong (or any adjournme vened at 9:00 a.m. on Thursday, 3 MarchWanchai, Hong Kong (or any adjournme 2005 at Businessnt thereof). 2005 at Businessnt thereof).
he registered holder(s) ofFung Jewellery Group Limited (“Company”) hereby a _(note b)_sharesl meeting (“Meeting of HK$0.01 each of”) of the Company
ppoint the Chairman of the annual genera
as my/our proxy_(note c)_to attend on my/our behalf at tg Room, PM/F, The Empire Hotel Hong Kong, 33 Hennering and, if thought fit, passing the resolutions set out input a “?” in the appropriate boxes to indicate how you he Meeting to be helessy Road, Wanchai,the notice conveningwish your vote(s) to b d at 9:00 a.m. on ThuHong Kong and at anthe Meeting and to ve cast_(note d)_. rsday, 3 March 2005y adjournment thereofote on my/our behalf at Business Centrefor the purpose ofas directed below.
ORDINARY RES OLUTIONS FO R AGAINST
1.To o receive and consider the audited consolidated financialf the Company for the year ended 30 September 2004 statements and the rep orts of the directors an d the auditors
2.T o declare a final dividend for theyear ended 30 Septem ber 2004
3.( a) To re-elect Mr. Yu Fei Philipas director
( b) To re-elect Mr. Lee Pak Chung as director
( c) To re-elect Mr. Chan Man Kiu as director
( d) To authorise the board of directors of the Companyto fix the directors’ rem uneration
4.Tr o re-appoint Messes. Albert Lam & Co. as auditor and auemuneration thorise the board of d irectors of the Company to fix their
5.Ts o grant a general mandate to the directors of the Compahares ny to allot, issue and otherwise deal with the Company’s
6.T ogrant ageneral mandate to the directors of the Compa nytopurchase the Co mpany’s shares
7.Trn o extend the general mandate granted to the directors to iepresenting the aggregate amount of the share capital of theo. 6 ssue shares in the capiCompany repurchased tal of the Company with an amountpursuant to the foregoing resolution
8.T o refresh the 10%general limit on thegrant of options u nder the existingshar e option scheme of the Company
SPECIAL RESOLUTION
9.To amend the articles of association of the Company regarding (i) adoption of the definition of “associate(s)”; (ii)updating the definition of “clearing house”; (iii) adding the definition of “Designated Stock Exchange”; (iv) votingof shareholders; (v) interests of associate(s) of directors and (vi) notice period for nominating director by shareholders.

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 19 January 2005 in the 2004 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 share 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