Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2010

Apr 30, 2010

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)

PROPOSALS FOR REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES, REFRESHMENT OF THE SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 11 of this circular and a letter from the Independent Board Committee is set out on pages 12 to 13 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 19 of this circular.

A notice of the EGM to be held at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Tuesday, 25 May 2010 at 9:00 a.m. is set out on pages 20 to 22 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, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later 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 should you so wish.

* For identification purpose only

3 May 2010

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4-11
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .	12-13
Letter of advice from Asiavest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14-19
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20-22

– i –

DEFINITIONS

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

“Articles”

the articles of association of the Company as may be amended from time to time;

• “associates”

has the meaning as defined in the Listing Rules;

• “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, 25 May 2010 at 9:00 a.m., to consider and approve, among others, the refreshment of the Issue Mandate and the refreshment of the Scheme Mandate Limit;

• “Equity Base”

Equity Base Holdings Limited, a company incorporated under the laws of British Virgin Islands with limited liability and is legally and beneficially owned as to 100% by Mr. Wong Chi Ming, Jeffry, the chairman and an executive director of the Company;

• “Existing General Mandate”

the general mandate granted by the Shareholders to the Directors at the annual general meeting held on 26 March, 2010 authorising the Directors to allot and issue Shares up to 20% of the issued share capital of the Company as at that date;

• “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;

– 1 –

DEFINITIONS

• “Independent Board Committee”

• “Independent Financial Adviser” or “AsiaVest”

• “Independent Shareholders”

• “Issue Mandate”

• “Latest Practicable Date”

• “Listing Rules”

• “Proposed Refreshment”

• “Scheme Mandate Limit”

• “Share(s)”

• “Shareholder(s)”

• an independent committee of the Board established by the Board to advise the Independent Shareholders in respect of the Issue Mandate;

• AsiaVest Partners Limited, a licensed corporation to carry out types 4 (advising on securities), 6 (advising on corporate finance) and 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the independent financial adviser to the Independent Board Committee and the Independent Shareholder in relation to the Agreement;

• Shareholder(s) other than Equity Base;

• the general mandate proposed to be sought at the EGM to authorise the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM;

• 30 April 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular;

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

• 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;

• 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;

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

the holder(s) of the Shares;

– 2 –

DEFINITIONS

“Share	Option Scheme”	the share option scheme adopted by the Company on 12
		August 2002;
“Stock	Exchange”	The Stock Exchange of Hong Kong Limited;
“%”		per cent.

– 3 –

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: Chan Man Kiu Tam Ping Kuen, Daniel Jiang Chao

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 3 May 2010

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES, REFRESHMENT OF THE SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is:

• (i) to provide Shareholders with details of the proposed refreshment of the Issue Mandate;

• (ii) to set out the opinion of the Independent Financial Adviser to the Independent Board Committee of the Company and the Independent Shareholders on the proposed refreshment of the Issue Mandate;

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

• (iii) to set out the recommendation of the Independent Board Committee to the Independent Shareholders on the proposed refreshment of the Issue Mandate;

• (iv) to provide Shareholders with information of the proposed refreshment of the Scheme Mandate Limit; and

• (v) to give you notice of the EGM to consider and, if thought fit, to approve the refreshment of the Issue Mandate and the refreshment of the Scheme Mandate Limit.

REFRESHMENT OF THE ISSUE MANDATE

At the annual general meeting of the Company held on 26 March, 2010, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with up to 297,137,232 Shares, which is equivalent to 20% of the then issued share capital of the Company. As announced by the Company on 15 April, 2010, the Company has entered into a subscription agreement dated 14 April, 2010 pursuant to which 297,000,000 subscription shares were issued under the Existing General Mandate, representing approximately 99.96% of the Existing General Mandate.

In order to provide a flexible means for the Company to raise further funds through the issue of new Shares for its future business development, the Board proposes to refresh the general mandate to allow the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM.

As the proposed refreshment to the Issue Mandate is being made prior to the Company’s next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules, the refreshment of the Issue Mandate will be subject to Independent Shareholders’ approval by way of poll at the EGM, where any controlling shareholders and their associates or, where there are no controlling shareholders, directors and the chief executive of the Company shall abstain from voting in favour of the Issue Mandate. As at the Latest Practicable Date, Equity Base is the controlling shareholder of the Company which was interested in 426,732,714 Shares, representing approximately 23.91% of the issed share capital of the Company as at the Latest Practicable Date, will abstain from voting for the resolution in relation to the proposed refreshment of the Issue Mandate to be proposed at the EGM in accordance with Rule 13.36(4) of the Listing Rules.

Based on the 1,784,686,162 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the EGM, subject to the passing of the relevant ordinary resolution to approve the Issue Mandate at the EGM, the Directors will be authorized to allot and issue up to a limit of 356,937,232 Shares under the Issue Mandate.

The principal activity of the Company is investment holding. The principal activities of the subsidiaries of the Company are distribution, manufacture, sales, trading and retailing of jewellery products and mining business. The Directors consider that it is important for the

– 5 –

LETTER FROM THE BOARD

Company to be able to raise fund quickly in order to seize the investment opportunities that may arise. To this end, the Directors consider that the refreshment of the Issue Mandate would allow the Company more flexibility in raising fund and expand and develop the business of the Company and thus is in the interests of the Company and the Shareholders as a whole.

The Board confirmed that there were no negotiations or discussions regarding equity fund raising by the Company as at the Latest Practicable Date.

EFFECT ON SHAREHOLDING STRUCTURE

The following table sets out the shareholding structure of the Company as at the Latest Practicable Date showing the potential dilution effect on the shareholdings upon full utilisation of the Issue Mandate, assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of EGM:

		As at the Latest	As at the Latest	As at the Latest		Upon full utilization of	Upon full utilization of	Upon full utilization of
Name of Shareholders		**Practicable **	Date			the Issue Mandate
		Shares		%		Shares		%
Equity Base (Note 1)		426,732,714		23.91		426,732,714		19.93
Apex Empire Investment
Limited (Note 2)		161,111,111		9.03		161,111,111		7.52
Atlantis Investment
Management Limited		111,000,000		6.22		111,000,000		5.18
Other public Shareholders		1,085,842,337		60.84		1,085,842,337		50.70
Shares that may be issued
under the Issue Mandate		–		–		356,937,232		16.67
Total		1,784,686,162		100.00		2,141,623,394		100.00

• Note 1: Equity Base is owned as to 100% by Mr. Wong Chi Ming, Jeffry, the Chairman and an executive Director.

Note 2: Apex Empire Investment Limited is owned as to 100% by Ms. Li Shan.

The Board is of the view that the potential dilution effect to shareholders, including the Independent Shareholders, is fair and reasonable because of the fact that the shareholding interests of all the Sharesholders, including the Independent Shareholders, will be decreased in proportion to their respective shareholdings upon any utilisation of the Issue Mandate.

– 6 –

LETTER FROM THE BOARD

Capital-raising activities of the Company in the preceding 12 months

Date of	Capital raising	Net	Intended use of	Actual use of
announcement	activity	proceeds	net proceeds	net proceeds
21 July 2009	Placing of existing	HK$78.5	General working capital	The whole
	shares and top-up	million	of the Group	amount was
	subscription of			used to
	new shares			purchase raw
	(Note 1)			materials,
				processing fee
				of jewellery
				products,
				payment of
				salaries, rent
				and audit fee
15 April 2010	Placing of existing	HK$193.25	Approximately HK$106	HK$193.25
	shares and top-up	million	million for mining	million was
	subscription of		business and/or	received and
	new shares		approximately	deposited to the
	(Note 2)		HK$87.25 million for	bank account of
			general working	the Company
			capital of the Group	pending its
			including purchase of	application
			raw materials,
			processing fee of
			jewellery products,
			payment of salaries,
			rent and audit fee

Notes:

1. The Shares were issued under the general mandate granted to the Directors at the annual general meeting of the Company held on 27 March 2009;

2. The Shares were issued under the general mandate granted to the Directors at the annual general meeting of the Company held on 26 March 2010.

Save for the above, the Company has not carried out other capital raising activities in the twelve months immediately preceding the date of this circular.

– 7 –

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 between 7 July, 2009, the date the existing Scheme Mandate Limit was refreshed and the Latest Practicable Date are set out below:

**As at 7 July 2009, **	**As at 7 July 2009, **	the date
the existing Scheme
**Mandate Limit **		was	**Between 7 July 2009 and the Latest **			Practicable
refreshed				Date			**As at the **	Latest Practicable Date
									Approximate
									percentage
									of the
		Scheme					Total	Scheme	issued the
Total number		Mandate					number of	Mandate	capital of
of options		Limit	Options	Options	Options	Options	options	Limit	the
outstanding		available	granted	exercised	cancelled	lapsed	outstanding	available	Company
130,200,000	80,625,005		80,625,000	97,825,000	0	0	113,000,000	5	6.33%

Set out below is the history of options previously granted under the Share Option Scheme:

	Options Available	Options Granted
Scheme Mandate Limit as at adoption date on 12 August 2002	65,000,000
Date of Grant Grantees
29-Apr-03 Empolyees		42,500,000
29-Apr-03 Suppliers of goods or services and others		22,500,000
Scheme Mandate Limit refreshed on 23 June 2003	65,000,000
3-Mar-04 Empolyees		32,500,000
3-Mar-04 Suppliers of goods or services and others		32,500,000
Scheme Mandate Limit refreshed on 3 March 2005	65,000,000
10-Dec-08 Empolyees		11,500,000
10-Dec-08 Suppliers of goods or services and others		53,500,000
Scheme Mandate Limit refreshed on 15 March 2009	76,745,000
11-May-09 Empolyees		33,200,000
11-May-09 Suppliers of goods or services and others		43,500,000
Scheme Mandate Limit refreshed on 7 July 2009	80,625,000
Date of Grant Grantees
7-Jul-09 Suppliers of goods or services and others		80,625,000

– 8 –

LETTER FROM THE BOARD

The Principal activities of the Group are distribution, manufacture, sales, trading and retailing of jewellery products and, recently, mining business. The Company granted options to employees and suppliers of goods or services and others, which were not connected persons (as defined in the Listing Rules) of the Company, in previous years in order to provide an incentive and reward to optimise their performance and strengthen their mutual relationship with the Group, which in return would benefit the business performance and results of the Group.

The Share Option Scheme was adopted to recognize 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 optimize 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 5 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 recognize 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 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.

– 9 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, there were 1,784,686,162 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 178,468,616 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 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.

EGM

A notice of the EGM is set out on pages 20 to 22 of this circular. In accordance with the requirements of the Listing Rules, all votes to be taken at the EGM will be by poll. Pursuant to the requirements of Rule 13.36(4) of the Listing Rules, Equity Base will abstain from voting for the resolution to be proposed at the EGM to approve the refreshment of the Issue Mandate.

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 in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the EGM. Completion of the form of proxy will not preclude you from attending and voting at the EGM in person should you so wish.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 12 to 13 of this circular which contains its recommendation to the Independent Shareholders on the proposed refreshment of the Issue Mandate. Your attention is also drawn to the letter of advice from the Independent Financial Adviser as set out on pages 14 to 19 of this circular which contains, amongst other matters, its advice to the Independent Board Committee and the Independent Shareholders in relation to the Issue Mandate. Based on the advice from the Independent Financial Adviser and the Independent Board Committee, the Directors recommend the Independent Shareholders to approve the refreshment of the Issue Mandate.

The Directors also consider that the Proposed Refreshment is in the interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the relevant ordinary resolution set out in the notice of the EGM.

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 not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

Yours faithfully, By order of the Board of MING FUNG JEWELLERY GROUP LIMITED Wong Chi Ming, Jeffry

Chairman

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation, prepared for the purpose of incorporation in the circular, from the Independent Board Committee to the Independent Shareholders regarding the refreshment of the Issue Mandate.

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

MING FUNG JEWELLERY GROUP LIMITED

*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 860)

3 May 2010

To the Independent Shareholders

Dear Sir or Madam,

REFRESHMENT OF ISSUE MANDATE

We refer to the circular of the Company to the Shareholders dated 3 May 2010 (the “ Circular ”), in which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter will have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the refreshment of the Issue Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser as set out on pages 14 to 19 of the Circular and the letter from the Board as set out on pages 4 to 11 of the Circular.

Having considered, among other things, the factors and reasons considered by, and the opinion of the Independent Financial Adviser as stated in its letter of advice, we consider that the refreshment of the Issue Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

* For identification purpose only

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions in relation to the Issue Mandate to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Tam Ping Kuen, Daniel Independent Non-executive Director

Mr. Chan Man Kiu

Independent Non-executive Director

Mr. Jiang Chao

Independent Non-executive Director

– 13 –

LETTER OF ADVICE FROM ASIAVEST

The following is the text of a letter of advice from AsiaVest Partners to the Independent Board Committee in respect of the proposed refreshment of Issue Mandate, and is prepared for inclusion in this circular.

AsiaVest Partners Limited

2605 Universal Trade Centre 3 Arbuthnot Road Central, Hong Kong

3 May 2010

The Independent Board Committee and the Independent Shareholders

Ming Fung Jewellery Group Limited Room 1825, 18th Floor Hutchison House 10 Harcourt Road Central, Hong Kong

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of Issue Mandate, details of which are set out in this circular, of which this letter forms a part. We have been retained by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the proposed refreshment of Issue Mandate is fair and reasonable and whether the grant of the Issue Mandate to the Board to allot and issue shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM is in the interests of the Company and its Shareholders as a whole, and to advise Independent Shareholders on how to vote. Unless the context otherwise requires, terms used in this letter have the same meanings as those defined in this circular.

The proposed refreshment of Issue Mandate requires the approval of the Independent Shareholders at the EGM at which any controlling Shareholder(s) and their associates or, where there are no controlling Shareholder(s), Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates, if they hold any Shares, shall abstain from voting in favor of the relevant resolution for approving the Issue Mandate pursuant to Rule 13.36(4)(a) of the Listing Rules, and voting of the Independent Shareholders at the EGM shall be taken by poll according to Rule 13.39(4)(b) of the Listing Rules.

– 14 –

LETTER OF ADVICE FROM ASIAVEST

We understand that, as at the Latest Practicable Date and to the best knowledge and belief of the Directors, Equity Base, which was beneficially and wholly-owned by Mr. Wong Chi Ming, Jeffry, the Chairman and an executive Director of the Company, was interested in 426,732,714 Shares, representing approximately 23.91% of the existing issued share capital of the Company. Accordingly, Equity Base is the controlling Shareholder and, together with its associates, will abstain from voting in favor of the relevant resolution(s) for approving the Issue Mandate at the EGM.

The Independent Board Committee, comprising Mr. Chan Man Kiu, Mr. Tam Ping Kuen, Daniel and Mr. Jiang Chao, all being independent non-executive Directors, has been established to consider the terms of the Issue Mandate and to advise the Independent Shareholders in relation to the proposed refreshment of Issue Mandate.

In formulating our opinion and advice, we have relied upon accuracy of the information and representations contained in this circular and information provided to us by the Company and its Director(s). We have assumed that all statements and representations made or referred to in this circular were true at the time they were made and continue to be true at the date of the EGM. We have also assumed that all statements of belief, opinion and intention made by the Director(s) in this circular were reasonably made after due enquiry.

We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Director(s) and have been confirmed by the Directors that no material facts and representations the omission of which would make any statement in this circular, including this letter, misleading. We have not, however, conducted any independent in-depth investigation into the business affairs, financial position or future prospects of the Group, nor have we carried out any independent verification of the information provided by the Director(s) and management of the Company. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information and representations contained in this circular and to provide a reasonable basis for our recommendation regarding the proposed refreshment of Issue Mandate.

PRINCIPAL FACTORS CONSIDERED

In giving our recommendation to the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of Issue Mandate, we have taken into consideration the following factors and reasons:

1. Background and Reasons for the Issue Mandate

The Company is an investment holding company and its subsidiaries are principally engaged in the manufacture, sale, trading, and retailing of jewellery products, and mining business.

At the last annual general meeting of the Company held on 26 March 2010, the Directors were granted a general mandate (“Existing General Mandate”) to allot and issue Shares and, as at 26 March 2010, the Company had an aggregate of 1,485,686,162 Shares in issue and 20%

– 15 –

LETTER OF ADVICE FROM ASIAVEST

of which, being 297,137,232 Shares were granted to the Directors to allot and issue Share under the Existing General Mandate. Pursuant to a top-up placement announced on 15 April 2010, a total of 297,000,000 Shares were allotted and issued upon completion of the subscription of new Shares (the “April Placement”) of the Company, as a result of which the Existing General Mandate had been substantially used up.

If the Existing General Mandate is not to be refreshed, only 137,232 new Shares may be further issued under the Existing General Mandate. In addition, we were advised by the Directors that the next annual general meeting will not be held until around March 2011, which is about 11 months away from the Latest Practicable Date. If the Existing General Mandate (which has been almost fully utilized) is not to be refreshed at the EGM, the Company will not have flexible fund raising availability, if so required, until a new general mandate is approved in the next annual general meeting.

Therefore, the Board proposed to pass an ordinary resolution at the EGM to approve the Issue Mandate in accordance with Rule 13.36(4)(a) of the Listing Rules, which will allow the Board to exercise the power of the Company to allot and issue not exceeding 20% of the issued share capital of the Company as at the date of the EGM. On the assumptions that no further issue of new Shares or repurchase of Shares from the Latest Practicable Date to the date of the EGM (both dates inclusive), the Board will be granted the power to allot and issue further 356,937,232 Shares, being 20% of the total number of issued shares of the Company of 1,784,686,162 Shares, under the Issue Mandate when it is approved by the independent Shareholders at the EGM.

2. History of capital raising activities of the Group during the last 12 months

According to the information provided by the Directors, we summarise the capital raising activities of the Company during the past 12 months immediately preceding the Latest Practicable Date in the following table:

Date of		Net Proceeds	Intended use of	Actual use of
**announcement **	Capital Raising Activity	Raised	proceeds	proceeds
		(HK$)
21 July 2009	Placing of 130,000,000	Approximately	For general working	Used up entirely
	existing Shares and top-up	HK$78.5 million	capital purpose	for raw material
	subscription of 130,000,000			purchase,
	new Shares by Equity Base			processing fee
	at the issue price of			of the jewellery
	HK$0.61 per Share			products,
				payment of
				salaries, rent
				and audit fee

– 16 –

LETTER OF ADVICE FROM ASIAVEST

Date of		Net Proceeds	Intended use of	Actual use of
**announcement **	Capital Raising Activity	Raised	proceeds	proceeds
		(HK$)
15 April 2010	Placing of 297,000,000	Approximately	Approx. HK$106	Placed at bank
	existing Shares and top-up	HK$193.25	million for its	pending for
	subscription of 297,000,000	million	mining business	application
	new Shares by Equity Base		and approx.
	at the issue price of		HK$87.25 million
	HK$0.67 per Share		for general
			working capital
			purpose in
			jewellery business
			for purchase of
			raw materials and
			overheads

Save as disclosed herein, the Directors confirmed that the Company has not conducted any other capital raising activities in the past twelve months immediately preceding the Latest Practicable Date.

Considering the fund raised through the April Placement, the Directors confirm that the existing cash and facility resources of the Group are sufficient for it to conduct its daily operations and to meet its present investment requirements in gold mine business. However, there is no certainty that currently existing cash and facility resources will be adequate for any appropriate investment that may be identified by the Company in the future. Additional funding may still be needed for financing future investments should suitable investment opportunities arise.

3. Financial Flexibility

The Directors believe that the proposed refreshment of Issue Mandate will enable the Company to take advantage of the market condition to raise additional funds for the Company through the issue of new Shares when investment opportunities are identified and when the Directors think fit and appropriate.

We consider that the granting of the Issue Mandate could enhance the financing flexibility of the Company to raise capital, if and when required, through placing of Shares for further development of the Group and further strengthen the Company’s capital base. While the Directors consider that investment decisions may have to be made immediately should suitable investment opportunities arise, we agree that the Issue Mandate would then provide the Group with the maximum flexibility allowed under the Listing Rules to take advantage of market conditions to raise additional capital, through placing of new Shares as consideration, for funding potential investments in the future when opportunities are identified and as Directors think appropriate. As such, we consider that the increased amount of capital which may be raised under the Issue Mandate will provide more financing alternatives to the Group and will enable the Group to grasp future investment opportunities in a timely manner. As at the Latest Practicable Date, the Board indicated that the Company has no current plan to issue securities.

– 17 –

LETTER OF ADVICE FROM ASIAVEST

4. Other Financing Alternatives

Other than raising fund by way of issuing equity capital, the Board indicates that the Company will consider other financing methods such as bank financing, debt financing and funding through internal resources in order to meet its financing requirements arising from future investment of the Group, depending on the then financial position, capital structure and cost of funding of the Group as well as the then market condition. As such, the Issue Mandate will serve as one of the alternatives for the Company to finance the Group’s investment and the Board will use the method that serves the best interests of the Group. We consider that it is sensible to make reference to the then financial position, capital structure and cost of funding of the Group as well as the then market condition in order to decide a suitable financing method for the future investment of the Group.

5. Potential Dilution to Shareholdings of the Shareholders

Shareholders should note that the Existing General Mandate will be revoked upon approval at the date of the EGM by the Independent Shareholders on the proposed refreshment of Issue Mandate which will be and continue to be in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with any applicable laws or the Articles; and (iii) their revocation or variation by ordinary resolutions of the Shareholders in general meeting. Such duration is in compliance with Rule 13.36(3) of the Listing Rules.

Upon utilization in full of the Issue Mandate, 356,937,232 new Shares can be allotted and issued, representing approximately 20% of the total issued share capital of the Company as at the Latest Practicable Date. The aggregate shareholding of the Independent Shareholders upon full utilization of the Issue Mandate will, therefore, decrease from 76.09% as at the Latest Practicable Date to approximately 63.41% upon full utilisation of the Issue Mandate, representing a potential maximum dilution of approximately 16.67%.

Taking into account that (i) the Issue Mandate will allow the increase in capital which may be raised by way of new equity issue; (ii) the Issue Mandate will provide an alternative of financing to the Group for future development of its business and potential investments as and when such opportunities arise, and (iii) the fact that the shareholding of all the existing Shareholders will be diluted proportionally to their respective shareholdings upon utilization of the Issue Mandate, we consider that such maximum potential dilution to the shareholdings of the Shareholders to be justifiable.

– 18 –

LETTER OF ADVICE FROM ASIAVEST

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that the proposed refreshment of Issue Mandate is fair and reasonable and is in the interests of the Company so far as the Shareholders as a whole are concerned. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Issue Mandate.

Yours faithfully, For and on behalf of AsiaVest Partners Limited Sam Lum Director

– 19 –

NOTICE OF EGM

==> 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 an extraordinary general meting 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, 25 May 2010 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares, options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval given in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:

   • (i) a Rights Issue (as hereinafter defined);

   • (ii) the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;

   • (iii) the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or

* For identification purpose only

– 20 –

NOTICE OF EGM

• (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the Articles of Association (the “ Articles ”) of the Company from time to time, shall not in total exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable laws of Cayman Islands to be held;

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares at that date (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

2. “ 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

– 21 –

NOTICE OF EGM

• (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, 3 May 2010

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

3. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Company’s executive directors are Mr. Wong Chi Ming, Jeffry, Mr. Chung Yuk Lun and Mr. Yu Fei, Philip and independent non-executive directors are Mr. Chan Man Kiu, Mr. Tam Ping Kuen, Daniel and Mr. Jiang Chao.

– 22 –