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

Jul 13, 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)

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES 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 3 to 7 of this circular and a letter from the Independent Board Committee is set out on pages 8 to 9 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 10 to 14 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 29 July 2011 at 2:30 p.m. is set out on pages 15 to 17 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

14 July 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter of advice from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . .	10
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “associates”

as defined in the Listing Rules;

• “Board”

the board of Directors;

• “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;

• “Directors”

• 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 29 July 2011, at 2:30 p.m., to consider and approve, among others, the refreshment of the Issue Mandate;

• “Equity Base”

• Equity Base Holdings Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, the entire issued share capital of which is legally and beneficially owned as to 100% by Mr. Wong;

• “General Mandate”

• the general mandate approved by the Shareholders on 7 March 2011 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;

• “Independent Board Committee”

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

– 1 –

DEFINITIONS

• “Independent Financial Adviser”

• Asia Vest Partners Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the General Mandate by granting the Issue Mandate. Asia Vest Partners Limited is a corporation licensed to perform type 4 (advising on Securities), type 6 (advising on Corporate Finance) and type 9 (Asset Management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Independent Shareholders”

• Shareholder(s) other than Mr. Wong Chi Ming, Jeffry;

• “Issue Mandate”

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

• “Latest Practicable Date”

• 12 July 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular;

• “Listing Rules”

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

• “Mr. Wong”

• Mr. Wong Chi Ming, Jeffry, the chairman and executive director of the Company;

• “Placing”

• the placing of 580,000,000 Warrants pursuant to the terms of the Placing Agreement;

• “Placing Agent”

• CTW Securities Limited;

• “Placing Agreement”

• the conditional placing agreement entered into between the Company and the Placing Agent dated 15 June 2011 in relation to the Placing;

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

• “Share(s)”

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

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited; and

• “%”

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: 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. Chan Man Kiu Mr. Tam Ping Kuen, Daniel Mr. Jiang Chao

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

14 July 2011

To the Shareholders

Dear Sir/Madam,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 15 June 2011 in relation to the proposed refreshment of General Mandate.

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

– 3 –

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; and

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

PROPOSED REFRESHMENT OF THE ISSUE MANDATE

At the annual general meeting of the Company held on 7 March 2011, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the General Mandate to issue, allot and deal with up to 581,272,125 Shares, which is equivalent to 20% of the then issued share capital of the Company.

As disclosed in the announcement of the Company dated 15 June 2011, the Company has entered into the Placing Agreement with the Placing Agent on 15 June 2011, whereby the Company agreed to place, through the Placing Agent, 580,000,000 warrants to independent placees subject to the terms and conditions of the Placing Agreement. The Placing of the 580,000,000 warrants has been completed on 5 July 2011. Upon exercise of the subscription rights attaching the warrants in full, the Company may be required to issue and allot up to 580,000,000 new Shares, approximately 99.78% of the General Mandate. There has been no refreshment of the General Mandate since the last annual general meeting held on 7 March 2011. Therefore, after the Placing, only 1,272,125 new Shares might be further issued and allotted under the 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. The Issue Mandate, if approved, will continue in force until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given under the relevant resolution being passed by the Shareholders in general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held.

– 4 –

LETTER FROM THE BOARD

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 (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of, but confirm that they have no intention to vote against the Issue Mandate. Given that the Company had no controlling shareholder as at the Latest Practicable Date, all the Directors (excluding the independent non-executive Directors) together with its associates as set out in the following table are required to abstain from voting in favour of the resolution in respect of the Issue Mandate.

Name

Number of Shares held as at the Latest Practicable Date

Mr. Wong (Executive Director) Equity Base (Note)

295,025,799 295,025,799

Note: Equity Base is beneficially owned as to 100% by Mr. Wong.

Based on the 3,598,960,626 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 719,792,125 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, sale, trading and retailing of jewellery products. The Issue Mandate will empower the Directors to issue new Shares under the refreshed limit speedily as and when necessary, and without the need to seek further approval from the Shareholders. This could provide the Company with flexibility and ability to capture any appropriate capital raising or investment or business opportunity when they arise. The Company will explore appropriate equity fund raising opportunities and/or investment opportunities which may or may not require the use of the Issue Mandate. As at the Latest Practicable Date, the Company did not have any specific plan which may utilise any part of the Issue Mandate. If the Company proposes to issue any new Shares for business acquisitions or equity fund raising using the Issue Mandate, it will make further announcement(s) as and when required. The Directors consider that the proposed grant of the Issue Mandate is fair and reasonable and is in the interests and for the benefit of the Company and the Shareholders as a whole.

– 5 –

LETTER FROM THE BOARD

Capital raising activities of the Company in the preceding 12 months

Date of			Intended use of	Actual use of
announcement	Capital raising activity	Net proceeds raised	proceeds	proceeds
24 December 2010	Placing of 356,000,000	HK$269.69 million	Jewellery retail	Approximately
	new Shares (Note 1)		business	HK$142.3 million
			and/or general	has been utilized
			working	as intended and
			capital	the remainder has
				been retained for
				intended use
				(Note 2)
25 June 2011	Placing of 580,000,000	HK$11.40 million	Jewellery retail	Nil amount of the
	warrants	upon placing of the	business	proceeds has been
		580,000,000 warrants	and/or general	utilised up to the
			working	date of this
			capital	circular and will
				be retained for
				intended use

Notes:

• (1) The Shares were issued under the general mandate granted to the Directors at the annual general meeting of the Company held on 25 May 2010.

• (2) The unused amount in the sum of HK$127.39 million has been deposited in bank.

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.

EGM

A notice of the EGM is set out on pages 15 to 17 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the resolutions to approve the refreshment of the General 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. In accordance with the requirements of the Listing Rules, all votes to be taken at the EGM will be by poll.

– 6 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 8 to 9 of this circular which contains its recommendation to the Independent Shareholders on the proposed refreshment of the Issue Mandate; and (ii) the letter from Asia Vest Partners Limited, the Independent Financial Adviser as set out on pages 10 to 14 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.

As at the Latest Practicable Date, the Company had no controlling shareholder. Accordingly, all the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates are required to abstain from voting in favour of the ordinary resolution in respect of the refreshment of General Mandate pursuant to rule 13.36(4) of the Listing Rules. 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.

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, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and 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

Ming Fung Jewellery Group Limited Wong Chi Ming, Jeffry Chairman

– 7 –

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.

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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)

14 July 2011

To the Independent Shareholders

Dear Sir or Madam,

REFRESHMENT OF ISSUE MANDATE

We refer to the circular of the Company to the Shareholders dated 14 July 2011 (the “ Circular ”), in which this letter forms part. Unless the context requires otherwise, capitalized 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 General 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 10 to 14 of the Circular and the letter from the Board as set out on pages 3 to 7 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

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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

Yours faithfully, 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

– 9 –

LETTER OF ADVICE FROM THE INDEPENDENT FINANCIAL ADVISER

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

AsiaVest Partners Limited

2605 Universal Trade Centre 3 Arbuthnot Road Central, Hong Kong

14 July 2011

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 General 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 General 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 General 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.

– 10 –

LETTER OF ADVICE FROM THE INDEPENDENT FINANCIAL ADVISER

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 General 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 General Mandate.

PRINCIPAL FACTORS CONSIDERED

In giving our recommendation to the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of General 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 7 March 2011, the Directors were granted a General Mandate to allot and issue Shares and, as at 7 March 2011, the Company had an aggregate of 2,906,360,626 Shares in issue and 20% of which, being 581,272,125 Shares were granted to the Directors to allot and issue Share under the General Mandate. Pursuant to an announcement of the Company dated 15 June 2011, a total of 580,000,000 warrants will be placed under the General Mandate. As a result, the General Mandate had been substantially used up.

– 11 –

LETTER OF ADVICE FROM THE INDEPENDENT FINANCIAL ADVISER

If the General Mandate is not to be refreshed, only 1,272,125 new Shares may be further issued under the General Mandate. In addition, we were advised by the Directors that the next annual general meeting will not be held until around March 2012, which is about 10 months away from the Latest Practicable Date. If the 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 719,792,125 Shares, being 20% of the total number of issued shares of the Company of 3,598,960,626 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

	Capital	Net
Date of	Raising	Proceeds	Intended use		Actual use of
announcement	Activity	Raised	**of **	proceeds	proceeds
		(HK$)
24 December	Placing of	HK$269.69	Jewellery retail		Approximately
2010	356,000,000	million		business	HK$142.3
	new Shares			and/or	million has been
				general	utilised as
				working	intended and the
				capital	remainder has
					been retained for
					intended use
15 June 2011	Placing of	HK$11.4	Jewellery retail		Nil amount of the
	580,000,000	million		business	proceeds has
	warrants	upon		and/or	been utilised up
		placing		general	to the date of
		of the		working	this circular and
		580,000,000		capital	will be retained
		warrants			for intended use

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.

– 12 –

LETTER OF ADVICE FROM THE INDEPENDENT FINANCIAL ADVISER

Considering the fund raised through the Placing, 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 jewellery retails 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.

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.

– 13 –

LETTER OF ADVICE FROM THE INDEPENDENT FINANCIAL ADVISER

5. Potential Dilution to Shareholdings of the Shareholders

Shareholders should note that the General Mandate will be revoked upon approval at the date of the EGM by the Independent Shareholders on the proposed refreshment of General 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, 719,792,125 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 80.35% upon the full exercise of warrants to approximately 66.96% 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.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that the proposed refreshment of General 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

– 14 –

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 on 29 July 2011 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT :

• (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;

• (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;

• (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

– 15 –

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.

“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).”

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

Hong Kong, 14 July 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

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NOTICE OF EGM

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.

7. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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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