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

Jan 29, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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, 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.

Hong Kong Exchanges and Clearing Limited and 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)

(Stock Code: 860)

PROPOSALS FOR

GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, PROPOSED DIVIDEND AND SCRIP DIVIDEND SCHEME AND

INFORMATION ON THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE 2009 ANNUAL GENERAL MEETING

A letter from the Board of the Company is set out on page 3 to 10 of this circular. A notice convening the 2009 AGM of the Company to be held at 9:00 a.m. on Friday, 27 March 2009 at Lower Lobby, Plaza I-III, Novotel Century Hong Kong, No. 238 Jaffe Road, Wanchai, Hong Kong is enclosed in the annual report of the Company for the year ended 30 September 2008 accompanying this circular.

A form of proxy for the 2009 AGM is enclosed with this circular. Whether or not you desire to attend the 2009 AGM, you are requested to complete the form of proxy 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 in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the 2009 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the 2009 AGM or any adjournment thereof if you so wish.

30 January 2009

* For identification purpose only

CONTENTS

		Page
RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	The Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	The Repurchase Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed Dividend and the Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . . . .	5
5.	Information of the Retiring Directors
	to be Re-elected at the 2009 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Procedure for Demanding a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

• 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:

• “2009 AGM”

• the annual general meeting of the Company to be held at 9:00 a.m. on Friday, 27 March 2009 at Lower Lobby, Plaza I-III, Novotel Century Hong Kong, No. 238 Jaffe Road, Wanchai, Hong Kong and the notice of which is set out in the annual report for the year ended 30 September 2008

• “Board” or “Directors”

• the board of directors of the Company

• “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

• “Companies Law”

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

• “Connected person”

• has the same meaning as defined in the Listing Rules

• “Dividend”

• the dividend of the Company for the year ended 30 September 2008 of HK0.5 cent per Share to be paid to Shareholders whose names appear in the register of members of the Company as at the Record Date by way of Scrip Dividend Shares

• “Excluded Shareholders”

• Overseas Shareholders who are excluded from the Scrip Dividend Scheme by the reason that the Directors, upon making enquiry, consider such exclusion to be necessary or expedient on account of either of the legal restrictions under the laws of the relevant places or the requirements of the relevant regulatory body or stock exchange in those places

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Issue Mandate”

• the general and unconditional mandate proposed to be granted to Directors to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution, as set out in the notice of the 2009 AGM

• 1 -

DEFINITIONS

• “Latest Practicable Date”

21 January 2009, being the latest practicable date before 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

• “Overseas Shareholders” Shareholders whose addresses are shown on the register of members of the Company at the close of business on the Record Date are outside Hong Kong

• “Qualifying Shareholders” Shareholders whose names are shown on the register of members of the Company at the close of business on the Record Date, other than the Excluded Shareholders

• “Record Date” 27 March 2009

• “Repurchase Mandate”

the general and unconditional mandate proposed to be granted to Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution, as set out in the notice of the 2009 AGM

• “Scrip Dividend Scheme” the scheme proposed by the Directors on 20 January 2009 in relation to the Dividend pursuant to which the Qualifying Shareholders will receive the Dividend wholly by allotment of new Shares credited as fully paid-up Shares in lieu of cash

• “Scrip Dividend Shares”

• new Shares to be allotted, issued and credited as fully paid-up Shares under the Scrip Dividend Scheme

• “Share(s)”

• share(s) of nominal value of HK$0.01 each in the capital of the Company

• “Shareholder(s)” holder(s) for the time being of the Share(s)

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

• “Takeovers Code” Hong Kong Code on Takeovers and Mergers

• “%” per cent.

• 2 -

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)

(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 30 January 2009

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, PROPOSED DIVIDEND AND SCRIP DIVIDEND SCHEME AND

INFORMATION ON THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE 2009 AGM

1. INTRODUCTION

The Directors will propose various resolutions at the 2009 AGM regarding i) proposed granting of the Issue Mandate and the Repurchase Mandate; ii) proposed Dividend and the Scrip Dividend Scheme; and iii) proposed re-election of the retiring directors. The purpose of this circular is mainly to provide you with the necessary information on these issues and the related resolutions to be proposed at the 2009 AGM.

• For identification purpose only

• 3 -

LETTER FROM THE BOARD

2. THE ISSUE MANDATE

The Company’s existing mandate to allot and issue Shares was approved by the Shareholders at the annual general meeting held on 28 March 2008. Unless otherwise renewed, the existing mandate to allot and issue Shares will lapse at the conclusion of the 2009 AGM.

In order to ensure flexibility when it is desirable to allot and issue or otherwise deal with additional shares, the Directors will seek the approval of Shareholders to grant the Issue Mandate at the 2009 AGM and will put forward the following resolutions as set out in the notice of 2009 AGM for the following purposes:

Ordinary resolution no. 5 – to grant a general 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 this resolution; and

Ordinary resolution no. 7 –

to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the Issue Mandate by adding thereto the aggregate nominal amount of share capital of the Company repurchased under the Repurchase 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 from time to time.

The Company had in issue an aggregate of 767,450,000 Shares as at the Latest Practicable Date. Subject to the granting of the Issue Mandate on the terms thereof, the Company would be allowed to issue new Shares up to the aggregate nominal amount of a maximum of 153,490,000 Shares on the basis that no further Shares will be issued or repurchased before and up to the date of 2009 AGM.

3. THE REPURCHASE MANDATE

The Company’s existing mandate to repurchase Shares was also approved by the Shareholders at its annual general meeting held on 28 March 2008 and, unless otherwise renewed, such mandate will lapse at the conclusion of the 2009 AGM. In order to seek the approval of Shareholders to grant the Repurchase Mandate at the 2009 AGM, the Directors will put forward the following resolution as set out in the notice of 2009 AGM:

Ordinary resolution no. 6 –

to grant a general mandate to the Directors to exercise the power of the Company to repurchase 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 this resolution.

• 4 -

LETTER FROM THE BOARD

The Listing 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. In this regard, this circular contains an explanatory statement required by the Listing Rules as set out in the Appendix.

4. PROPOSED DIVIDEND AND THE SCRIP DIVIDEND SCHEME

Introduction

On 20 January 2009, the Board announced the final results of the Group for the year ended 30 September 2008 and recommended the Dividend. It was also announced that the Dividend will be paid to the Shareholders by way of Scrip Dividend Shares. At the 2009 AGM, an ordinary resolution will be proposed to approve the Dividend, the Scrip Dividend Scheme and the issue of Scrip Dividend Shares by the Directors.

Particulars of the Dividend

The Dividend of HK0.5 cent per Share will be paid to the Qualifying Shareholders by way of Scrip Dividend Shares.

Particulars of the Scrip Dividend Scheme

Under the Scrip Dividend Scheme, each Qualifying Shareholder will be allotted the Scrip Dividend Shares having an aggregate market value (as described below), save for adjustment for fractions, equal to the total amount of the Dividend which such Qualifying Shareholder would otherwise have received in cash.

The Scrip Dividend Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the Shares then in issue, except that they will not be entitled to the Dividend.

For the purpose of calculating the number of Scrip Dividend Shares to be allotted, the market value of the Scrip Dividend Shares has been fixed at the average of the closing prices of one Share traded on the Stock Exchange for the five consecutive trading days up to and including the Record Date or the par value of each Share of HK$0.01, whichever is the higher. Accordingly, the number of Scrip Dividend Shares which the Qualifying Shareholders will receive in respect of the existing Shares registered in their names at the close of business on the Record Date will be calculated as follows:

Number of Scrip Dividend Shares to be received	=	Number of existing Shares held on the Record Date	x	HK0.5 cent(Dividendper Share) the average of the closing prices per Share for the five consecutive trading days up to and including the Record Date or the par value of each Share of HK$0.01, whichever is the higher

• 5 -

LETTER FROM THE BOARD

The number of Scrip Dividend Shares to be issued to each Qualifying Shareholder will be rounded down to the nearest whole number. Fractional entitlements to Scrip Dividend Shares will not be allotted but will be aggregated and sold for benefit of the Company.

Conditions to the Dividend and the Scrip Dividend Scheme

The Dividend and the Scrip Dividend Scheme is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting approving the Dividend, the Scrip Dividend Scheme and the issue and allotment of the Scrip Dividend Shares by the Directors; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Scrip Dividend Shares.

Advantage of the Scrip Dividend Scheme

The Scrip Dividend Scheme will give Shareholders an opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Scheme will also be to the advantage of the Company because the cash which would otherwise have been paid to Shareholders will be retained for use as working capital by the Company.

Book closure

The register of members of the Company will be closed from Wednesday, 25 March 2009 to Friday, 27 March 2009 (both dates inclusive) in order to establish entitlements of Shareholders to the Dividend and the Scrip Dividend Scheme, during which period no transfer of Shares will be registered. In order to qualify for the Dividend and the Scrip Dividend Scheme, all transfers, accompanied by the relevant Share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 24 March 2009.

Overseas Shareholders

This circular will not be registered or filed under the securities laws or equivalent legislation of any jurisdiction. If you are resident outside Hong Kong, this circular only constitute(s) an invitation to subscribe for Scrip Dividend Shares if such an invitation can be legally made to you without the Company having to meet any legal or registration requirements outside Hong Kong. Shareholders residing in a jurisdiction where it would be illegal for the Company to make such an invitation will be deemed to have received this circular for information only.

As at the Latest Practicable Date, there were no Overseas Shareholders. Accordingly, there were no Excluded Shareholders as at the Latest Practicable Date.

• 6 -

LETTER FROM THE BOARD

If there are any Overseas Shareholders as at the Record Date, the Company will comply with all necessary requirements under Rule 13.36(2) of the Listing Rules and will only exclude the Excluded Shareholders from the Scrip Dividend Scheme after making enquiry regarding the legal restrictions under the laws of the relevant places. If based on legal opinions provided by the legal advisers, the Directors consider that it is necessary or expedient not to extend the Scrip Dividend Scheme to any Overseas Shareholder because of either the legal restrictions under the laws of the place of his registered address or the requirements of the relevant regulatory body or stock exchange in that place, the Scrip Dividend Scheme will not be extended to such Excluded Shareholder.

The Company will make arangements for the Scrip Dividend Shares, which would otherwise have been allotted to any Excluded Shareholders there may be, to be sold in the market as soon as practicable if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of HK$100 or more will be paid to Excluded Shareholders in Hong Kong dollars pro rata to their respective shareholding as soon as possible. The Company will retain individual amounts of less than HK$100 for its own benefits. The Excluded Shareholders will be entitled to vote at the 2009 AGM on the resolution to approve the Scrip Dividend Scheme.

Stock Exchange listing and dealings and despatch of Share certificates for Scrip Dividend Shares

Application has been made to the Stock Exchange for the granting, and permission to deal in, the Scrip Dividend Shares. The Share certificates with respect to the Scrip Dividend Shares are expected to be despatched at the risk of those entitled thereto on or about Friday, 22 May 2009. On this basis, dealings in the Scrip Dividend Shares are expected to commence on or about Monday, 25 May 2009 after the due despatch of the Share certificate with respect to the Scrip Dividend Shares to the relevant Qualifying Shareholders.

The Shares are only listed on the Stock Exchange. No part of the share capital of the Company is listed or dealt in on any other stock exchange and the Company is not currently seeking to list its Shares on any other stock exchange.

Dealings in Shares may be settled through the Central Clearing and Settlement System and you should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such arrangements will affect your rights and interests.

Upon approval of the Dividend and the Scrip Dividend Scheme at the 2009 AGM, the Company will as soon as practicable publish a further announcement setting out further details regarding the Scrip Dividend Scheme, including the total number of Scrip Dividend Shares to be issued, the market value of the Scrip Dividend Shares and the information on the exclusion of Excluded Shareholders, if any, from the Scrip Dividend Scheme.

• 7 -

LETTER FROM THE BOARD

5. INFORMATION OF THE RETIRING DIRECTORS TO BE RE-ELECTED AT THE 2009 AGM

For your further information, we set out below the relevant details of the retiring directors proposed to be re-elected at the 2009 AGM:

Mr. Chung Yuk Lun (“Mr. Chung”), aged 48, was appointed as an executive director of the Company with effect from 28 February 2002 under a service agreement dated 12 August 2002 (the “Service Agreement”), his term of service commenced from 1 August 2002 for an initial term of 12 months and expired on 31 July 2003 renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term of the appointment. On 15 December 2005, Mr. Chung entered into a supplemental service agreement with the Company to amend the Service Agreement whereby Mr. Chung’s remuneration and housing allowance were changed to HK$300,000 and HK$300,000 per annum respectively with effect from 1 January 2006 whilst the other terms of the Service Agreement remained in full force and effect. Mr. Chung is subject to retirement and re-election provisions in accordance with the Company’s articles of association.

Mr. Chung also acts as a director to certain subsidiaries of the Company. Mr. Chung is a fellow member of the Association of Chartered Certified Accountants and an associate member of Hong Kong Institute of Certified Public Accountants and an Associate Chartered Accountant (England and Wales) and he is responsible for the finance and accounting matters of the Group. Other than the directorship with the Company, Mr. Chung is an executive director of Radford Capital Investment Limited, an independent non-executive director of Heritage International Holdings Limited and Forefront Group Limited, all of their shares are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Chung did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Mr. Chung is not related to any directors, senior management or substantial or controlling shareholders of the Company nor has any interests in the shares of the Company within the meaning of the Securities and Futures Ordinance (“SFO”).

Mr. Tam Ping Kuen, Daniel (“Mr. Tam”) aged 45, was appointed as an independent non-executive director (“INED”) of the Company with effect from 1 May 2006. Pursuant to the appointment letter, the appointment of Mr. Tam is for a term of one year and thereafter can be extended for such period as the Company and Mr. Tam may agree in writing. Mr. Tam is subject to retirement and re-election provisions in accordance with the Company’s Articles of Association. Mr. Tam’s remuneration is fixed at HK$100,000 per annum which commensurate with his duties and responsibilities as an INED and the prevailing market situation for similar appointment.

Mr. Tam is the founder of Daniel Tam & Co., Certified Public Accountants (Practising). He holds a master degree of financial economics from the University of London and is an associate member of Hong Kong Institute of Certified Public Accountants and a fellow member of Association of Chartered Certified Accountants. Mr. Tam has been the INED of Warderly International Holdings Limited (Stock Code: 607) since 2004. Save as disclosed above, Mr. Tam did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

• 8 -

LETTER FROM THE BOARD

Mr. Tam had not held and is not, until his appointment as an INED of the Company, holding any position with the Company and/or its subsidiaries. He is independent of the directors, senior management, substantial or controlling shareholders of the Company. Mr. Tam does not have any interests in shares of the Company within the meaning of the SFO.

Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to Rule13.51(2) (h) to (v) of the Listing Rules in relation to the proposed re-election of the aforesaid retiring directors.

6. PROCEDURES FOR DEMANDING A POLL

For your further information as required by the Listing Rules, set forth below are the procedures for demanding a poll at general meeting of the Company. Pursuant to Article 72 of the Articles of Association, every resolution put to the vote of a general meeting shall be decided on a show of hands unless a poll is taken as may from time to time be required under the Listing Rules of the Stock Exchange or any other applicable laws, rules or regulations or unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (v) if required by the Listing Rules of the Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A poll which is duly demanded shall be then held in such manner prescribed by the Articles of Association.

• 9 -

LETTER FROM THE BOARD

7. 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 2008 is the notice of the 2009 AGM containing the resolutions to be put forward for the aforesaid proposed matters.

Whether or not you intend to attend the 2009 AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, 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 later than 48 hours before the time appointed for holding the 2009 AGM 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 2009 AGM or any adjournment thereof if you so wish.

8. RECOMMENDATION

The Directors believe that the granting of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate and all other proposed resolutions as set out in the notice of 2009 AGM, are in the best interests of the Company and the Shareholders as a whole. The necessary information for seeking Shareholders’ approval on the proposed matters is already set out herein for consideration. The Directors recommend that all Shareholders should vote in favour of all such ordinary resolutions to be proposed at the 2009 AGM.

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

• 10 -

EXPLANATORY STATEMENT

APPENDIX

This Appendix serves as an explanatory statement, as required by the Listing 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 2009 AGM for granting the Repurchase Mandate.

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

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 767,450,000 Shares.

Subject to the granting of the Repurchase Mandate and in accordance with the terms thereof, on the basis that no Shares are issued or repurchased by the Company before and up to the date of 2009 AGM, the Company will be allowed under the Repurchase Mandate to repurchase Shares up to a maximum of 76,745,000 Shares.

2. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have general authority from the 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 the 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. 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.

• 11 -

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 2008, 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 2008	1.06	0.81
February 2008	0.96	0.90
March 2008	0.93	0.79
April 2008	0.89	0.81
May 2008	0.96	0.84
June 2008	0.92	0.72
July 2008	0.81	0.66
August 2008	0.74	0.60
September 2008	0.68	0.43
October 2008	0.52	0.15
November 2008	0.325	0.18
December 2008	0.295	0.14

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 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.

• 12 -

EXPLANATORY STATEMENT

APPENDIX

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly interested in 5 % or more of the nominal value of the issued ordinary shares that carry a right to vote in all circumstances at general meetings of the Company:–

		Number of
		Issued	Approximate
		Share held/	Percentage of
Name		interested	Shareholding
(1)	Equity Base Holdings Limited_(Note 1)_	416,000,000	54.21%
(2)	Wong Chi Ming, Jeffry_(Note 1)_	416,000,000	54.21%
(3)	Lui Ching Han, Magda_(Note 1)_	416,000,000	54.21%
(4)	Cheah Capital Management Limited_(Note 2)_	61,460,000	8.00%
(5)	Cheah Cheng Hye_(Note 2)_	61,460,000	8.00%
(6)	Cheah Company Limited_(Note 2)_	61,460,000	8.00%
(7)	Hang Seng Bank Trustee
	International Limited_(Note 2)_	61,460,000	8.00%
(8)	To Hau Yin_(Note 2)_	61,460,000	8.00%
(9)	Value Partners Group Limited_(Note 2)_	61,460,000	8.00%
(10)	Value Partners Limited_(Note 2)_	61,460,000	8.00%
(11)	Value Partners Asia Fund, LLC	51,640,000	6.72%
(12)	NTAsian Discovery Master Fund	39,060,000	5.09%

In the event that the Directors exercised in full the power to repurchase shares of the Company in accordance with the terms of the ordinary resolution no. 6 to be proposed at the 2009 Annual General Meeting, the aforesaid interests of 1) Equity Base Holdings Limited; 2) Wong Chi Ming, Jeffry; 3) Lui Ching Han, Magda; 4) Cheah Capital Management Limited; 5) Cheah Cheng Hye; 6) Cheah Company Limited; 7) Hang Seng Bank Trustee International Limited; 8) To Hau Yin; 9) Value Partners Group Limited; 10) Value Partners Limited; 11) Value Partners Asia Fund, LLC; and 12) NTAsian Discovery Master Fund in the issued share capital of the Company as at the Latest Practicable Date would be proportionally increased to approximately 1) 60.23% ; 2) 60.23%; 3) 60.23%; 4) 8.9% 5) 8.9%; 6) 8.9%; 7) 8.9%; 8) 8.9%; 9) 8.9%; 10) 8.9%; 11) 7.48%; and 12) 5.66% respectively. On the basis of the aforesaid increase of shareholding held by each substantial shareholder set out above, the Directors

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EXPLANATORY STATEMENT

APPENDIX

are not aware of any consequences of such repurchases of Shares that would result in Equity Base Holdings Limited or any 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%.

Note 1: These 416,000,000 shares are registered in the name of Equity Base Holdings Limited, of which the entire issue share capital is wholly held by Mr. Wong Chi Ming, Jeffry. Ms. Lui Ching Han, Magda as the spouse of Mr. Wong is deemed to be interested in these shares.

• Note 2: These shares are held by Hang Seng Bank Trustee International Limited in its capacity as the trustee of a family trust through Value Partners Limited, Value Partners Group Limited, Cheah Company Limited and Cheah Capital Management Limited. Mr. Cheah Cheng Hye is the founder of the family trust and Ms. To Hau Yin as the spouse of Mr. Cheah is deemed to be interested in these shares.

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 Listing 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 2009 AGM 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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