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Apollo Future Mobility Group Limited Proxy Solicitation & Information Statement 2010

Jun 18, 2010

49519_rns_2010-06-18_2a521935-329e-43d9-90b1-a796bfb36858.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 Monday, 12 July 2010 at 9 a.m. to consider, and if thought fit, pass the following ordinary resolutions:

ORDINARY RESOLUTIONS

  1. THAT , subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting and agreeing to grant listing of and permission to deal in the Bonus Shares (as hereinafter defined):

    • (a) upon the recommendation of the directors of the Company, a sum of HK$7,138,744.64 being part of the amount standing to the credit of the share premium account of the Company, or such larger sum as may be necessary to give effect to the bonus issue of shares pursuant to this resolution, be capitalized and accordingly the directors of the Company be and are hereby authorized and directed to apply such sum in paying up in full at par not less than 713,874,464 unissued shares (“ Bonus Shares ”) of HK$0.01 each in the capital of the Company, and that such Bonus Shares shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company on 12 July 2010 (the “ Record Date ”) on the basis of four (4) Bonus Shares for every ten (10) existing issued shares of HK$0.01 each in the capital of the Company held by them respectively on the Record Date;

    • (b) the Bonus Shares to be issued and allotted pursuant to this resolution shall be subject to the memorandum and articles of association of the Company and shall rank pari passu in all respects with the shares of HK$0.01 each in the capital of the Company in issue on the Record Date, except that they will not rank for the bonus issue of shares mentioned in this resolution; and

    • (c) the directors of the Company be authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalized out of the share premium account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

* for identification purpose only

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  1. THAT the authorised share capital of the Company be increased from HK$20,000,000 (divided into 2,000,000,000 ordinary shares (the “ Shares ”) of HK$0.01 each) to HK$100,000,000 (divided into 10,000,000,000 Shares of HK$0.01 each) by the creation of 8,000,000,000 unissued Shares of HK$0.01 each, and that each such new Share, upon issue, shall rank pari passu in all respects with the existing Shares (the “ Increase in the Authorised Capital ”) and that the Directors be and are hereby authorised to do all things and acts and sign all documents which they consider necessary, desirable, or expedient in connection with the implementation of the Increase in the Authorised Capital.”

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

Hong Kong, 18 June 2010

Principal Place of Business in Hong Kong:

Room 1825, 18th Floor

Hutchison House 10 Harcourt Road Hong Kong

Notes:

  • (1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote in his stead. A member of the Company who is the holder of two or more shares may appoint one or more proxies to attend and vote in his stead.

  • (2) A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong 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, not less than 48 hours before the time for holding the meeting or adjourned meeting.

  • (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the extraordinary general meeting of the Company (the “EGM”) or any adjournment.

  • (4) The register of members of the Company will be closed from Tuesday, 6 July 2010 to Monday, 12 July 2010, both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for the bonus shares and attending the EGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 5 July 2010.

As at the date of this announcement, the board of directors of the Company consists of Mr. Wong Chi Ming, Jeffry, Mr. Chung Yuk Lun and Mr. Yu Fei Philip as executive directors; and Mr. Chan Man Kiu, Mr. Tam Ping Kuen, Daniel, and Mr. Jiang Chao as independent non-executive directors.

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