Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2011

Nov 1, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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 licensed securities dealer, 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 transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Ming Fung Jewellery Group Limited.

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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)

DISCLOSEABLE TRANSACTION IN RELATION TO PROPOSED ACQUISITION OF ENTIRE INTERESTS IN AND THE SHAREHOLDERS LOAN OF OMAS INTERNATIONAL S.A.

AND

PROPOSED ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

A notice convening the EGM to be held on 22 November 2011 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong at 2:30 p.m. is set out on pages 16 to 17 of this circular. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch registrar in Hong Kong, 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 less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM should the Shareholders so wish.

* for identification purpose only

2 November 2011

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

– i –

DEFINITIONS

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

• “Acquisition”

the acquisition of the Sale Shares and Shareholders Loan under the Agreement

• “Agreement”

the agreement dated 28 September 2011 entered into between the Purchaser as purchaser, the Company as the Purchaser’s holding company, the Vendor as vendor, and the Guarantor as guarantor in relation to the sale and purchase of the entire issued share capital of the Target Company and its Shareholders Loan

• “associates”

• as defined in the Listing Rules

• “Board”

• the board of Directors

• “Business”

the sole owner and manufacturer of fine writing instruments and accessories which bear the trademark “OMAS”

• “Business Days”

• a day (other than Saturday or Sunday) on which licensed banks in Hong Kong are generally open for business during their normal business hours

• “Company”

Ming Fung Jewellery Group Limited, a company incorporated under the laws of the Cayman Islands, the shares of which are listed on the Stock Exchange

• “Completion”

• completion of the sale and purchase of the Sale Shares and the Shareholders Loan pursuant to the Agreement

• “Completion Date”

the date which is the fifth (5th) Business Day after the date on which the conditions precedent under the Agreement are satisfied or waived or such other date as the Vendor and the Purchaser may agree in writing

• “Consideration Shares”

• 666,666,667 new shares to be allotted and issued to the Vendor or its nominee(s) as settlement of part of the consideration under the Agreement

• “Directors”

directors of the Company

– 1 –

DEFINITIONS

• “Due Diligence Investigation”

• the legal, financial, business and other due diligence investigation in respect of the assets, liabilities, businesses, prospects and other affairs of the Target Group

• “EGM”

• an extraordinary general meeting of the Company to be held on 22 November 2011 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road Central, Hong Kong at 2:30 p.m. to approve, inter alia, the Agreement and the transactions contemplated thereunder (including the grant of a specific mandate to cover the allotment and issue of the Consideration Shares)

• “Group” the Company and its subsidiaries

• “Guarantor”

• Hengdeli Holdings Limited, a company incorporated under the laws of the Cayman Islands, the shares of which are listed on the Stock Exchange (Stock Code: 3389) and the ultimate holding company of the Vendor

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)”

• third party(ies) independent of the Company and connected person(s) of the Company and who are not connected person(s) of the Company

• “Last Trading Day”

• 27 September 2011, the trading day immediately preceding the date of the Agreement

• “Latest Practicable Date”

• 31 October 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Letter of intent”

• a non-legally binding letter of intent dated 30 May 2011 between the Purchaser and the Vendor in relation to the Acquisition

• “Listing Rules”

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

• “Long Stop Date”

• 31 January 2012 or such later date to be agreed between the Purchaser and the Vendor in writing

• “LVMH”

LVMH Italia S.P.A

– 2 –

DEFINITIONS

• “Material Adverse Change” any change which has a material and adverse effect on the financial position, business or operations of the Target Group as a whole

• “PRC” the People’s Republic of China “Project Company” Omas SRL, a company incorporated under the laws of Italy owns as to 90.1% by the Target Company and 9.9% by LVMH as at the Latest Practicable Date

• “Purchaser” Eternal Top Investment Limited, a company incorporated under the laws of Hong Kong and the wholly owned subsidiary of the Company

• “Sale Shares” the issued four thousand (4,000) shares of the value of EUR$10.00 each in the authorized share capital of the Target Company legally and beneficially owned and held by and registered in the name of the Vendor

• “SFC” The Securities and Futures Commission “SFO” the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong

• “Shareholders” shareholders of the Company

• “Shareholders Loan” the shareholder’s loan due by any member of the Target Group to the Vendor that remains outstanding as at Completion Date

• “Share(s)” ordinary share(s) of HK$0.01 each of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company” Omas International S.A., a company incorporated under the laws of Luxembourg, the entire issued share capital of which is held by the Vendor as at the Latest Practicable Date

• “Target Group” the Target Company and the Project Company and its subsidiaries for the time being and from time to time, and the expressions “member of the Target Group” and “Target Group Company” shall be construed accordingly

– 3 –

DEFINITIONS

“Total Net Profits”	the total net profits of the Target Group after tax
	(excluding exceptional and extraordinary items)
	calculated on a consolidated basis for the financial years
	ending 31 December 2012, 2013 and 2014 provided that
	if such figure is less than zero, the Total Net Profit shall
	be deemed as zero
“Vendor”	Hengdeli International Company Limited, a company
	incorporated under the laws of Hong Kong and having its
	registered office at Room 301, 3rd Floor, Lippo Sun
	Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon,
	Hong Kong
“Warranties”	the warranties, representatives and undertakings given by
	the Vendor under the Agreement
“EUR$”	EURO, the lawful currency of the European Union
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 4 –

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: Mr. Wong Chi Ming, Jeffry (Chairman) Mr. Chung Yuk Lun Mr. Yu Fei, Philip

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Independent Non-executive Directors: Mr. Jiang Chao Mr. Chan Man Kiu Mr. Tam Ping Kuen, Daniel

Head office and principal place of business in Hong Kong: Room 1825, 18th Floor, Hutchison House 10 Harcourt Road Central Hong Kong

2 November 2011

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION IN RELATION TO PROPOSED ACQUISITION OF ENTIRE INTERESTS IN AND THE SHAREHOLDERS LOANS OF OMAS INTERNATIONAL S.A. AND PROPOSED ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

Reference is made to the announcement of the Company dated 28 September 2011 in relation to the Agreement. Pursuant to the Agreement, the Purchaser has agreed to acquire, and the Vendor has agreed to sell, the Sale Shares and the Shareholders Loan at a total consideration of HK$400,000,000 which will be satisfied in full by the issue and allotment by the Company to the Vendor the Consideration Shares at Completion. The Guarantor will guarantee to the Purchaser the full, due and punctual performance by the Vendor of all its obligations under the Agreement.

* for identification purpose only

– 5 –

LETTER FROM THE BOARD

The Company will seek a specific mandate from the Shareholders at the EGM for the issue and allotment of the Consideration Shares.

This circular contains further details of (i) the Agreement; (ii) the Acquisition; (iii) the proposed issue of Consideration Shares under a specific mandate; and (iv) a notice convening the EGM.

THE AGREEMENT

Date

28 September 2011

Parties

• (1) The Purchaser

• (2) The Company

• (3) The Vendor

• (4) The Guarantor

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, each of the Guarantor, the Vendor and their respective ultimate beneficial owners are Independent Third Parties.

The Vendor or the Guarantor has no right to nominate or appoint any Director to the Board under the Agreement.

Assets to be acquired

The Sale Shares in the Target Company, representing its entire issued share capital and the Shareholders Loan. The balance of the Shareholders Loan as at 30 September 2011 is in the sum of EUR$8,882,950.00 (equivalent to approximately HK$94,117,520.00) based on the latest unaudited management account of the Target Company.

The Target Company is an investment holding company wholly-owned by the Vendor as at the Latest Practicable Date. For further information on the Target Company, please refer to the section headed “Information on the Target Group” below.

Consideration

The consideration of HK$400,000,000 will be satisfied in full by the issue and allotment by the Company to the Vendor the Consideration Shares at Completion.

– 6 –

LETTER FROM THE BOARD

Under the Agreement, the Consideration Shares will be issued and allotted at an issue price of HK$0.60 per Consideration Share, representing:

• (i) a premium of approximately 5% to the closing price of the Shares of HK$0.570 as quoted on the Stock Exchange as at the Latest Practicable Date;

• (ii) a premium of approximately 19.17% to the closing price of the Shares of HK$0.485 as quoted on the Stock Exchange as at the Last Trading Day;

• (iii) a premium of approximately 21.83% to the average closing price of the Shares of approximately HK$0.469 as quoted on the Stock Exchange for the 5 consecutive trading days up to and including the Last Trading Day; and

• (iv) a premium of approximately 18.83% to the average closing price of the Shares of approximately HK$0.487 as quoted on the Stock Exchange for the 10 consecutive trading days up to and including the Last Trading Day.

On the basis that the issued share capital of the Company comprises 3,648,960,626 Shares as at the Latest Practicable Date, the Consideration Shares represent (i) approximately 18.27% of the issued share capital of the company as at the Latest Practicable Date; and (ii) approximately 15.45% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

Based on the closing price of the Shares of HK$0.485 as quoted on the Stock Exchange as at the Last Trading Day, the Consideration Shares would have a total market value of approximately HK$323,330,000.

The consideration and also the issue price of HK$0.60 per Consideration Share was arrived at based on

• (i) the normal commercial terms after arm’s length negotiations between the parties;

• (ii) by reference to the historical financial information of the Target Group and the valuation of the Project Company;

• (iii) the warranty and guarantee by the Vendor and the Guarantor, on a joint and several basis, to the Purchaser, that the Total Net Profits shall not be less than HK$120,000,000; and

• (iv) the strategic value of the Target Group as mentioned in the section headed “Reasons for the Acquisition” below.

The consideration for the Acquisition is considered by the Board as fair and reasonable and in the interests of the Group and of the Shareholders as a whole.

The Consideration Shares will, upon issue and fully paid, rank pari passu in all respects with all the existing Shares then in issue. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

– 7 –

LETTER FROM THE BOARD

Conditions precedent

Completion of the Agreement is conditional upon, among other things, the following conditions precedent:

• (a) the Purchaser having completed and satisfied (acting reasonably) with the results of the Due Diligence Investigation;

• (b) the Purchaser having received and satisfied (acting reasonably) (in substance and form) a legal opinion issued by a firm of lawyers qualified to practise in Italy covering (i) the Project Company having been duly established and validly subsisting; (ii) the Project Company having obtained all the licences and permits which are necessary for conducting the Business and such licences and permits are in full force and effect; and (iii) 90.10% of the equity interest of the Project Company is legally and beneficially owned by the Target Company free from all charges, liens, equities, encumbrances, claims or restrictions of any nature whatsoever and together with all rights attaching to or accruing to it;

• (c) the Purchaser having received and satisfied (acting reasonably) (in substance and form) a legal opinion issued by a firm of lawyers qualified to practise in the Luxembourg covering (i) the Target Company and the Vendor having been duly established and validly subsisting; and (ii) updated lists of directors and shareholders of the Target Company;

• (d) the approval by the Shareholders of the Company (or, as the case may be, the independent Shareholders of the Company) at the EGM of the Agreement and the transactions contemplated hereby (including without limitation the issue of the Consideration Shares) and all other consents and acts required under the Listing Rules having been obtained and completed;

• (e) the Listing Committee of the Stock Exchange having granted or having agreed to grant the listing of, and permission to deal in, the Consideration Shares;

• (f) if required, all approvals, consents, authorisations and licences (so far as are necessary) in relation to the transactions contemplated under the Agreement having been obtained from the relevant governmental authorities;

• (g) the Purchaser being satisfied (acting reasonably), from the date of the Agreement and at any time before Completion, that the Warranties remain true and accurate in all material respects not misleading or in breach in any material respect and that no events have suggested that there were any breach in any material respect of any Warranties or other provisions of the Agreement by the Vendor;

• (h) there has not been any Material Adverse Change in respect of any member of the Target Group; and

– 8 –

LETTER FROM THE BOARD

• (i) if necessary, the obtaining of the approval by the shareholders of the Guarantor (or, as the case may be, the independent shareholders of the Guarantor) at the EGM of this Agreement and the transactions contemplated hereby (including without limitation the issue of the Consideration Shares) and all other consents and acts required under the Listing Rules having been obtained and completed.

The Vendor may not waive any of the above conditions and shall use its best endeavours to satisfy the above conditions (except conditions (d) and (e)) whereas the Purchaser shall use its reasonable endeavours to satisfy the above conditions (d) and (e) at any time on or before 5 p.m. on the Long Stop Date.

The Purchaser may, at its absolute discretion at any time, waive in writing any of the above conditions (except conditions (d) and (e)). If all the above conditions have not been satisfied or waived by 5 p.m. on the Long Stop Date then the Agreement shall lapse and has no further effect and the parties shall be released from all obligations under it.

The Company is in the process of engaging professional advisers in the relevant jurisdictions to conduct the Due Diligence Investigation. It has no intention at this stage to waiver any of the above conditions and will not do it if such waiver will materially affect the interest of the Company and its shareholders and also the ability of the Project Company to generate the Total Net Profits.

Completion

Completion shall take place at 4 p.m. on the Completion Date after satisfaction or waiver (as the case may be) of the conditions precedent (or such other date as the parties to the Agreement may agree).

Profits and other guarantee

In consideration of the Purchaser agreeing to purchase the Sale Shares and the Shareholders Loan upon and subject to the terms and conditions contained in the Agreement, the Vendor and the Guarantor jointly and severally warrant and guarantee to the Purchaser that the Total Net Profits shall not be less than HK$120,000,000.

The guarantee in the sum of HK$120,000,000 was agreed between the Company, the Vendor and the Guarantor with reference to the following factors:

• (a) the historical financial information of the Target Group and the valuation of the future income producing capacity of the Project Company;

• (b) the overall trend of increasing demand of luxury consumer goods in the Greater China; and

• (c) the expected growth of the Project Company’s overall business after the Acquisition in view that the Project Company can make sure of the extensive distribution networks, the professional marketing teams and expertise of the Company in sale, trading, distribution and retailing of luxury consumer goods.

– 9 –

LETTER FROM THE BOARD

Based on the above factors, the Directors consider that the guaranteed amount is fair and reasonable.

If the Total Net Profits is less than HK$120,000,000, the Vendor and/or the Guarantor (as the primary obligor not merely as surety) will forthwith upon demand pay to the Purchaser by way of cashier order a sum equivalent to the amount of the shortfall.

The compensation mechanism is arrived at after arm’s length negotiations between the parties having taken into account the historical financial information of the Target Group, the valuation of the future income producing capacity of the Project Company and the strategic value of the Target Group to the Company as mentioned in the section headed “Reasons for the Acquisition” below. As such, the Directors consider the compensation mechanism is fair and reasonable notwithstanding that the profit guarantee is in the total sum of HK$120,000,000 and the consideration for the Acquisition is in the sum of HK$400,000,000.

The Guarantor has also irrevocably, unconditionally and absolutely guaranteed to the Purchaser the full, due and punctual performance of all the obligations of the Vendor under or pursuant to the Agreement and, in the case of failure by the Vendor, fully, duly or punctually to perform such obligations, shall itself forthwith on demand perform such obligations with the Purchaser that the Guarantor will perform such obligations on the Vendor’s behalf and shall indemnify and keep indemnified on demand the Purchaser from and against the losses, reasonable costs and expenses which it may sustain, incur or suffer by reason of any default or delay on the part of the Vendor in the performance of the said obligations and fulfillments of the Warranties pursuant to the terms of the Agreement.

SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER THE COMPLETION

Details of the shareholding structure of the Company as at the Latest Practicable Date and immediately upon Completion and the issue of the Consideration Shares, assuming that there is no other change in the share capital of the Company, are set out below:

	**Shareholding **	structure as at	structure as at	**Shareholding **	structure
	the Latest Practicable Date			immediately upon Completion
		Approximate			Approximate
	Number of	% of issued		Number of	% of issued
	Shares held		Shares	Shares held	Shares
L Capital MF Limited	310,000,000		8.61	310,000,000	7.18
(Note 1)
Equity Base Holdings Limited	295,025,799		8.20	295,025,799	6.84
(Note 2)
Atlantis Capital Holdings Limited	293,800,000		8.05	293,800,000	6.81
(Note 3)
Choy Shiu Tim	280,000,000		7.78	280,000,000	6.49

– 10 –

LETTER FROM THE BOARD

		**Shareholding **	structure as at	structure as at		Shareholding structure	Shareholding structure	Shareholding structure
		the Latest Practicable Date				immediately upon Completion
				Approximate				Approximate
		Number of		% of issued		Number of		% of issued
		Shares held		Shares		Shares held		Shares
JPMorgan Chase & Co.		183,694,885		5.03		183,694,885		4.25
Vendor and/or its nominee(s)		–		–		666,666,667		15.45
Other public Shareholders		2,286,439,942		62.33		2,286,439,942		52.98
Total		3,648,960,626		100.00		4,315,627,293		100.00

Notes:

1. These 310,000,000 Shares are registered in the name of L Capital MF Limited. Under the SFO, L Capital Asia, L.L.C., its 100% beneficial owner, is deemed to be interested in the Shares held by L Capital MF Limited.

2. These 295,025,799 Shares are registered in the name of Equity Base Holdings Limited. Under the SFO, Wong Chi Ming, Jeffry, its 100% beneficial owner, and Lui Ching Han, Magda, the spouse of Wong Chi Ming, Jeffry, are deemed to be interested in the Shares held by Equity Base Holdings Limited.

3. These 293,800,000 Shares are registered in the name of Atlantis Capital Holdings Limited. Under the SFO, Liu Yang, its 100% beneficial owner, is deemed to be interested in the Shares held by Atlantis Capital Holdings Limited.

INFORMATION ON THE TARGET GROUP

Corporate structure

The Target Company is an investment holding company incorporated in Luxembourg with limited liability. As at the Latest Practicable Date, it had an authorised share capital of EUR$540,000 divided into 54,000 shares of EUR$10 each, of which 4,000 shares having been issued to and is fully paid up by the Vendor.

The corporate structure of the Target Company as at the Latest Practicable Date was as follows:

==> picture [287 x 182] intentionally omitted <==

----- Start of picture text -----

Vendor
(Hong Kong)
100%
Target Company
LVMH
(Luxembourg)
90.1% 9.9%
Project Company
----- End of picture text -----

– 11 –

LETTER FROM THE BOARD

Business of the Project Company

The Project Company is the sole owner and manufacturer of fine writing instruments and accessories which bear the trademark “OMAS”. The products of the Project Company are manufactured in Italy and have been distributed widely in many European countries, the United States and Canada, the United Arab Emirates and Southeast Asia countries.

According to the information provided by the Vendor, which will be verified in the Due Diligence Investigation, “OMAS” is a registered trademark of the Project Company for pen, stationeries and related products in most of the territories that the products of the Project Company are distributed.

Financial information

Below is the audited financial information of the Target Company for the two years ended 31 December 2009 and 31 December 2010 extracted from its audited financial statements and for the period ended 30 June 2011 extracted from its unaudited financial statement:

	For the year ended	For the year ended	For the year ended	For the year ended	For the period ended
	31 December 2009		31 December 2010		30 June 2011
		(audited)		(audited)	(unaudited)
		EUR$’000		EUR$’000	EUR$’000
Profit (loss) before taxation and		(8,182.17)		(7,565.12)	(14,387.50)
extraordinary items		(approximately		(approximately	(approximately
		HK$(88,300))		HK$(77,800))	HK$(148,000))
Profit (loss) after taxation and		(8,182.17)		(7,565.12)	(14,387.56)
extraordinary items		(approximately		(approximately	(approximately
		HK$(88,300))		HK$(77,800))	HK$(148,000))
Net asset value		(45,578.54)		(60,618.89)	(67,441.33)
		(approximately		(approximately	(approximately
		HK$(491,800))		HK$(623,800))	HK$(694,000))

– 12 –

LETTER FROM THE BOARD

Below is the audited financial information of the Project Company for the two years ended 31 December 2009 and 31 December 2010 extracted from its audited financial statements and for the period ended 30 June 2011 extracted from its unaudited statement:

	For the year ended	For the year ended	For the period ended
	31 December 2009	31 December 2010	30 June 2011
	(audited)	(audited)	(unaudited)
	EUR$’000	EUR$’000	EUR$’000
Revenue	2,074,296.01	2,459,262.83	991,635.95
	(approximately	(approximately	(approximately
	HK$22,381,700)	HK$25,305,800)	HK$10,204,000)
Profit (loss) before taxation and	(1,440,905.99)	(896,390.71)	(355,039.02)
extraordinary items	(approximately	(approximately	(approximately
	HK$(15,547,400))	HK$(9,223,900))	HK$(3,653,400))
Profit (loss) after taxation and	(1,480,324.60)	(938,659.57)	(355,039.02)
extraordinary items	(approximately	(approximately	(approximately
	HK$(15,972,700))	HK$(9,658,800))	HK$(3,653,400))
Net asset value	4,009,548.34	3,570,888.77	3,715,152.80
	(approximately	(approximately	(approximately
	HK$43,263,000)	HK$36,744,400)	HK$38,228,900)

INFORMATION ON THE VENDOR AND THE GUARANTOR

The Vendor is a limited company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the Guarantor. The principal business of the Vendor is investment holding.

The Guarantor is a major retailer and distributor of imported medium and high-grade watch and jewellery in the PRC, Hong Kong and Taiwan. The group of companies of the Guarantor operates retail outlets and boutiques of watches, jewellery and other related accessories in various major cities of the PRC, Hong Kong and Taiwan and introduces to the market various high-end watch and jewellery brands.

REASONS FOR THE ACQUISITION

The principal activities of the Group comprise the manufacture, sale, trading, distribution, processing and retailing of jewellery products and luxury consumer goods including Gucci timepieces. The Directors considered that the Acquisition represented a good opportunity for the Company to strengthen its collaboration with the Guarantor and make use of its extensive and quality distribution networks in Greater China for promoting and distributing the products of the Project Company. It will also create a platform for business cooperation with LVMH, an international reputable brand of luxury consumer goods, and help broaden the Group’s source

– 13 –

LETTER FROM THE BOARD

of income. The Board is of the view that the Project Company, being the sole owner and the manufacturer of the fine writing instruments and accessories which bear the trademark “OMAS”, has much potential for the Company’s business expansion in the sector of luxury consumer goods. The Directors believe that the Acquisition is in line with the business plan of the Group and, couple with the expertise of the Group in the manufacture, sale, trading, distribution, processing and retailing of jewellery products and luxury consumer goods, the Acquisition is in the best interest of the Company and the terms of the Agreement are in normal commercial terms, which are fair and reasonable and in the interests of the shareholders of the Company as a whole.

LISTING RULES IMPLICATIONS

As the Acquisition exceeds 5% but does not exceed 25% of one or more of the applicable percentage ratios (as defined in the Listing Rules), the Acquisition constitutes a discloseable transaction for the Company under the Listing Rules.

The Consideration Shares will be allotted and issued under a specific mandate to be sought at the EGM. The Board will seek approval from the Shareholders at the EGM for the grant of a specific mandate for the issue and allotment of the Consideration Shares.

Application will be made to the Stock Exchange for the listing of and permission to deal in the Consideration Shares on the Stock Exchange.

EGM

The notice of the EGM is set out on page 16 to page 17 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the registrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should the Shareholders so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions at the EGM will be voted on by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made reasonable enquiries, no Director or Shareholder has a material interest in the Agreement and the transactions contemplated thereunder and no Shareholder would be required to abstain from voting at the EGM.

– 14 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board is of the opinion that (i) the Agreement; (ii) the Acquisition; and (iii) the proposed issue of Consideration Shares under a specific mandate are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of resolution proposed at the EGM.

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

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NOTICE OF EGM

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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 IS HEREBY GIVEN that an 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 at 2:30 p.m. on 22 November 2011 for the purpose of considering and, if thought fit, passing with or without amendments the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

To consider and if thought fit, passing the following resolution as Ordinary Resolution No. 1:

1. “ THAT :

2. (a) a share purchase agreement dated 28 September 2011 (the “Agreement”) (a copy of which has been produced at this Meeting and marked “A” and initialed by the chairman of this Meeting for the purpose of identification) entered into between Eternal Top Investment Limited (a wholly-owned subsidiary of the Company), the Company, Hengdeli International Company Limited and Hengdeli Holdings Limited, pursuant to which Eternal Top Investment Limited has agreed to acquire the entire issued share capital of Omas International S.A. for a total consideration of HK$400,000,000 which will be satisfied in full by the Company’s allotment and issue of the Consideration Shares (as defined in the Agreement) upon completion of the Agreement; and the transactions contemplated thereunder or incidental to the Agreement be and are hereby approved, ratified and confirmed;

3. (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares (as defined in the Agreement), the directors of the Company be and are hereby authorised to allot and issue the Consideration Shares at HK$0.60 per Consideration Share in accordance with the terms and conditions of the Agreement, and that the Consideration Shares shall, when allotted and issued, be credited as fully paid and rank pari passu in all respects with all other shares of the Company in issue on the date of such allotments and issues; and

* for identification purpose only

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NOTICE OF EGM

• (c) the directors of the Company are hereby authorised to do all such further acts and things and execute such further documents which in their opinion may be necessary or expedient to give effect to the terms of the Agreement and the issue and allotment of the Consideration Shares or any of the transactions contemplated under the Agreement.”

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

Hong Kong, 2 November 2011

Registered Office:

Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Head office and principal place of business in Hong Kong:

Room 1825, 18th Floor

Hutchison House

10 Harcourt Road Central

Hong Kong

Notes:

1. A form of proxy to be used for the meeting is enclosed with the circular of the Company despatched to the shareholder of the Company on 2 November 2011.

2. Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

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

4. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Hong Kong branch registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting at which the person named in the instrument proposes to vote. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

6. As at the date of this notice, the Board comprises Mr. Wong Chi Ming, Jeffry, Mr. Chung Yuk Lun and Mr. Yu Fei, Philip as executive Directors, and Mr. Jiang Chao, Mr. Chan Man Kiu and Mr. Tam Ping Kuen, Daniel as independent non-executive Directors.

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