Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2009

Jun 17, 2009

THIS CIRCULAR 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 enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [70 x 39] intentionally omitted <==

MING FUNG JEWELLERY GROUP LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code 860)

PROPOSAL FOR REFRESHMENT OF THE SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

A notice convening the EGM of Ming Fung Jewellery Group Limited to be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Tuesday, 7 July 2009, at 9:00 a.m. is set out on pages 7 to 8 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meetings should you so wish.

• For identification purpose only

Hong Kong, 18 June 2009

DEFINITIONS

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

• “Board”

the board of Directors;

• “Company”

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

• “Directors”

the directors of the Company;

• “EGM”

the extraordinary general meeting of the Company to be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Tuesday, 7 July 2009, at 9:00 a.m., notice of which is set out on pages 7 to 8 of this circular;

• “Group”

the Company and its subsidiaries from time to time;

• “Hong Kong”

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

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong;

• “Latest Practicable Date”

• 17 June 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange;

• “Proposed Refreshment”

the 10% limit under the Share Option Scheme proposed to be refreshed by the Shareholders at the EGM pursuant to which the Board may grant share options to eligible participants to subscribe up to 10% of the Shares in issue as at the date of the EGM;

– 1 –

DEFINITIONS

“Scheme Mandate Limit” the maximum number of Shares which may be issued upon the exercise of all the share options to be granted under the Share Option Scheme and such other schemes of the Company which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of the approval of the Share Option Scheme by the Shareholders and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders; “Shareholder(s)” the holder(s) of the Shares; “Share Option Scheme” the share option scheme adopted by the Company on 12 August 2002; “Share(s)” the ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [70 x 39] intentionally omitted <==

MING FUNG JEWELLERY GROUP LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code 860)

Executive Directors: Wong Chi Ming, Jeffry (Chairman) Chung Yuk Lun Yu Fei Philip

Independent non-executive Directors: Lee Pak Chung Chan Man Kiu Tam Ping Kuen, Daniel

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

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

18 June 2009

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR REFRESHMENT OF THE SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

INTRODUCTION

A meeting of the Board was held on 17 June 2009 to approve the refreshment of the Scheme Mandate Limit of the Share Option Scheme. The purpose of this circular is to provide you with information regarding resolution to be proposed at the EGM relating to the proposed refreshment of the Scheme Mandate Limit of the Share Option Scheme.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

The Share Option Scheme was adopted by the Company on 12 August, 2002. Details of the options granted under the Share Option Scheme are set out below:

As at 16 April 2009,	As at 16 April 2009,
the date the existing
Scheme Mandate Limit			Between 16 April 2009 and				As at the
was refreshed		the Latest Practicable Date				**Latest **	**Practicable **	Date
								Approximate
								percentage
Total	Scheme					Total	Scheme	**of **	the issued
number of	Mandate					number of	Mandate	the capital
options	Limit	Options	Options	Options	Options	options	Limit		of the
outstanding	available	granted	exercised	cancelled	lapsed	outstanding	available		Company
65,000,000	76,745,000	76,700,000	11,500,000	0	0	130,200,000	45,000		16.30%

The Share Option Scheme was adopted to recognise and acknowledge the contributions of the Group’s employees and other selected grantees made or may have made to the Group. The Share Option Scheme will provide the grantees with an opportunity to have a personal stake in the Company with the view to achieving the objectives of motivating the grantees to optimise their performance efficiency for the benefit of the Company, and to attract and retain or otherwise maintain on-going relationships with the grantees whose contributions are or will be beneficial to the long-term growth of the Group.

As there are only 45,000 options available under the existing Scheme Mandate Limit, the Directors consider that it is in the interest of the Company and the Shareholders as a whole to refresh the Scheme Mandate Limit to the 10% provided under Chapter 17 of the Listing Rules so as to provide the Company with the flexibility of granting further share options under the Share Option Scheme and to provide incentives to, and recognise the contributions of, the Group’s employees and other selected grantees. The Directors consider that the additional flexibility to be able to offer more share options is an important factor for the Company to attract potential recruits and to retain existing employees and officers of the Company.

It is proposed that subject to the approval of the Shareholders at the EGM and such other requirements prescribed under the Listing Rules, the Scheme Mandate Limit will be refreshed so that the total number of Shares which may be issued upon exercise of all share options to be granted under the Share Option Scheme and all other schemes of the Company shall not exceed 10% of the Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders at the EGM and share options previously granted under the Share Option Scheme and/or any other share option scheme(s) of the Company, including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other schemes of the Company will not be counted for the purpose of the Proposed Refreshment.

Pursuant to the Listing Rules, the Shares which may be issued upon the exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and

– 4 –

LETTER FROM THE BOARD

any other share option scheme(s) of the Company at any time will not exceed 30% of the Shares in issue from time to time. No share options will be granted under any scheme(s) of the Company if it will result in the 30% limit being exceeded.

As at the Latest Practicable Date, there were 798,750,051 Shares in issue. Assuming that no further Shares will be issued or repurchased prior to the date of approving the Proposed Refreshment by the Shareholders, the maximum number of Shares which fall to be issued upon the exercise of all share options that may be granted by the Company under the Proposed Refreshment would be 79,875,005 Shares, representing 10% of the Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders at the EGM.

Conditions

As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the EGM to approve the Proposed Refreshment.

The adoption of the Proposed Refreshment is conditional upon:

• (i) the Shareholders passing an ordinary resolution to approve the Proposed Refreshment at the EGM; and

• (ii) the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Shares to be issued pursuant to the exercise of any share options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment not exceeding 10% of the number of Shares in issue as at the date of approval of the Proposed Refreshment by the Shareholders.

Application for Listing

Application will be made to the Stock Exchange for the listing of, and the permission to deal in, the Shares which fall to be issued upon the exercise of any share options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment.

RECOMMENDATION

The Directors consider that the Proposed Refreshment is in the best interests of the Company and its Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.

Pursuant to the requirements of the Listing Rules, all votes to be taken at the EGM will be by poll.

– 5 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who 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 insofar as it relates to the Company.

A form of proxy for the EGM is enclosed herewith. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meetings should you so wish.

Yours faithfully, By Order of the Board Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

– 6 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [70 x 39] intentionally omitted <==

MING FUNG JEWELLERY GROUP LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code 860)

NOTICE IS HEREBY GIVEN that the 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 Tuesday, 7 July 2009 at 9:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following ordinary resolutions:

“ THAT :

• (a) subject to and conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares in the share capital of the Company to be issued pursuant to the exercise of share options which may be granted under the Scheme Mandate Limit (as defined below), the refreshment of the limit in respect of the granting of share options under the Share Option Scheme of the Company adopted on 12 August 2002 and all other share option scheme(s) up to 10% of the number of Shares in issue at the date of the passing of this resolution (the “ Scheme Mandate Limit ”) be and is hereby approved; and

• (b) any director of the Company be and is hereby authorised to do all such acts and execute all such documents to effect the Scheme Mandate Limit.”

By Order of the Board Ming Fung Jewellery Group Limited Lau Chun Pong

Secretary

Hong Kong, 18 June 2009

• For identification purpose only

– 7 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the meeting is enclosed.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be lodged at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, no later than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the Extraordinary General Meeting or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in personal or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

• (6) As at the date hereof, the executive directors of the Company are Wong Chi Ming, Jeffry, Chung Yuk Lun and Yu Fei Philip and the independent non-executive directors of the Company are Lee Pak Chung, Chan Man Kiu and Tam Ping Kuen, Daniel.

– 8 –